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SECURITIES PURCHASE AGREEMENT by and among Winter Harbor, L.L.C., KPR Finanz-Und Verwaltungs AG and Red Cube International AG dated as of August 30, 2000SECURITIES PURCHASE AGREEMENT TABLE OF CONTENTS TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS..........................................................1 1.1 TERMS DEFINED IN THIS SECTION........................................1 1.2 TERMS DEFINED ELSEWHERE IN THIS AGREEMENT............................4 1.3 RULES OF CONSTRUCTION................................................5 1.4 KNOWLEDGE............................................................5 ARTICLE 2 PURCHASE AND SALE OF SECURITIES......................................5 2.1 PURCHASE AND SALE....................................................5 2.2 CONSIDERATION........................................................5 2.3 NO ALLOCATION OF CONSIDERATION.......................................6 ARTICLE 3 REPRESENTATIONS OF WINTER HARBOR.....................................6 3.1 ORGANIZATION AND AUTHORITY...........................................6 3.2 AUTHORIZATION AND BINDING OBLIGATION.................................6 3.3 OWNERSHIP OF STOCK...................................................7 3.4 VOTING AUTHORITY.....................................................7 3.5 ABSENCE OF CONFLICTING AGREEMENTS; CONSENTS..........................7 3.6 DISCLOSURE...........................................................7 3.7 NO RELATED PARTY TRANSACTIONS........................................7 3.8 BROKERS AND FINDERS..................................................8 3.9 INVESTMENT MATTERS...................................................8 ARTICLE 4 REPRESENTATIONS OF RED CUBE..........................................8 4.1 ORGANIZATION AND AUTHORITY...........................................8 4.2 AUTHORIZATION AND BINDING OBLIGATION.................................8 4.3 ABSENCE OF CONFLICTING AGREEMENTS; CONSENTS..........................8 4.4 CAPITALIZATION.......................................................9 4.5 FINANCIAL STATEMENTS.................................................9 4.6 INVESTMENT...........................................................9 4.7 EXPERIENCE...........................................................9 4.8 BROKERS AND FINDERS..................................................9 4.9 DISCLOSURE..........................................................10 ARTICLE 5 COVENANTS AND AGREEMENTS............................................10 5.1 CONFIDENTIALITY.....................................................10 5.2 COOPERATION.........................................................10 5.3 REGISTRATION RIGHTS AGREEMENT.......................................10 5.4 CONSENTS............................................................10 5.5 HSR ACT FILING......................................................10 5.6 PROXY AND VOTING AGREEMENT..........................................11 5.7 NOTIFICATION........................................................12 5.8 BOARD SEATS.........................................................12 5.9 WINTER HARBOR LOCK-UP AND STANDSTILL................................12 TABLE OF CONTENTS (continued) Page 5.10 SIGNIFICANT TRANSACTIONS............................................12 5.11 OPTIONS.............................................................13 ARTICLE 6 CONDITIONS TO OBLIGATIONS OF THE PARTIES AT THE FIRST CLOSING.......13 6.1 CONDITIONS TO OBLIGATIONS OF RED CUBE AT THE FIRST CLOSING..........13 6.2 CONDITIONS TO OBLIGATIONS OF WINTER HARBOR AT THE FIRST CLOSING.....14 6.3 CONDITIONS TO OBLIGATIONS OF RED CUBE AT THE SECOND CLOSING.........15 6.4 CONDITIONS TO OBLIGATIONS OF WINTER HARBOR AT THE SECOND CLOSING....16 ARTICLE 7 FIRST CLOSING AND FIRST CLOSING DELIVERIES..........................17 7.1 FIRST CLOSING.......................................................17 7.2 DELIVERIES BY WINTER HARBOR.........................................18 7.3 DELIVERIES BY RED CUBE..............................................18 ARTICLE 8 SECOND CLOSING AND SECOND CLOSING DELIVERIES........................19 8.1 SECOND CLOSING......................................................19 8.2 DELIVERIES BY WINTER HARBOR.........................................20 8.3 DELIVERIES BY RED CUBE..............................................20 ARTICLE 9 TERMINATION.........................................................20 9.1 TERMINATION BY WINTER HARBOR........................................20 9.2 TERMINATION BY RED CUBE.............................................21 9.3 TERMINATION BY MUTUAL CONSENT.......................................21 9.4 RIGHTS ON TERMINATION...............................................21 ARTICLE 10 MISCELLANEOUS......................................................21 10.1 FEES AND EXPENSES...................................................21 10.2 NOTICES.............................................................21 10.3 BENEFIT AND BINDING EFFECT..........................................22 10.4 FURTHER ASSURANCES..................................................22 10.5 GOVERNING LAW.......................................................22 10.6 JURISDICTION; SERVICE OF PROCESS....................................23 10.7 ENTIRE AGREEMENT....................................................23 10.8 AMENDMENTS; WAIVER OF COMPLIANCE; CONSENTS..........................24 10.9 COUNTERPARTS........................................................24 10.10 SURVIVAL............................................................24 10.11 SEVERABILITY........................................................24 10.12 JUDGMENT CURRENCY...................................................24 10.13 DISPUTED MATTERS....................................................24 10.14 ASSIGNMENTS; SUCCESSORS; NO THIRD-PARTY RIGHTS......................25 ARTICLE 11 INDEMNIFICATION....................................................26 11.1 INDEMNIFICATION AND PAYMENT OF DAMAGES BY WINTER HARBOR.............26 11.2 INDEMNIFICATION AND PAYMENT OF DAMAGES BY RED CUBE..................26 -ii- TABLE OF EXHIBITS AND SCHEDULES Exhibit A -- Securities Exhibit B -- Option Agreement I Exhibit C -- Option Agreement II Exhibit D -- Registration Rights Agreement Exhibit E -- Opinion of Dow, Lohnes & Albertson, Counsel to Winter Harbor Exhibit F -- Opinion of Heierli Rechtsanwälte, Swiss Counsel to Red Cube Exhibit G -- Opinion of Sullivan & Cromwell, U.S.Counsel to Red Cube Schedule 3.5 -- Winter Harbor Consents Schedule 3.7 -- Winter Harbor Related Party Transactions Schedule 4.3 -- Red Cube Consents Schedule 4.4 -- Capitalization of Red Cube Schedule 4.5 -- Red Cube Liabilities -iii- SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement, dated as of August 30, 2000, is entered into by and among Winter Harbor, L.L.C., a Delaware limited liability company ("Winter Harbor"), Red Cube International AG, an Aktiengesellschaft organized under the laws of Switzerland ("Red Cube") and KPR Finanz-Und Verwaltungs AG ("KPR"). PRELIMINARY STATEMENTS Winter Harbor owns certain securities issued by I-Link Incorporated, a Florida corporation ("I-Link"). Winter Harbor desires to sell those securities to Red Cube, and Red Cube desires to purchase those securities, all on the terms and conditions set forth in this Agreement. In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: AGREEMENTS Article 1 Definitions 1.1 Terms Defined in this Section. For purposes of this Agreement, the following terms shall have the following meanings: "Affiliates" means affiliates as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. "Agreement" means this Securities Purchase Agreement. "Breach" means a breach of a representation, warranty, covenant, obligation, or other provision of this Agreement or any instrument delivered pursuant to this Agreement, which shall be deemed to have occurred if there is or has been any inaccuracy in or breach of, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision. "Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banking institutions in New York City are required or authorized by law to remain closed. "Closing" means either the First Closing or the Second Closing, and "Closings" means the First Closing and the Second Closing. 1 "Consents" means all consents, permits, or approvals of Governmental Authorities and other third parties necessary to permit the Closings to occur lawfully in accordance with this Agreement. "Dollars" or "$" means United States dollars. "First Closing" means the consummation of the purchase and sale of the First Closing Securities and the other transactions occurring contemporaneously therewith, in accordance with the applicable provisions of Article 7. "First Closing Date" means the date on which the First Closing occurs, as determined pursuant to Section 7.1(a). "First Closing Securities" means those securities issued by I-Link and held by Winter Harbor on the date of this Agreement that are designated as "First Closing Securities" on Exhibit A. In the event of any change in the outstanding securities of I-Link by reason of stock dividends, splits, combinations, subdivisions or reclassifications, mergers, recapitalizations, extraordinary dividends or distributions, exchanges of shares or the like, the type and number of securities constituting the First Closing Securities shall be appropriately adjusted. "Governmental Authority" means any federal, state, local, municipal, foreign, or other governmental authority of any nature (including any governmental agency, branch, bureau, department, official, securities exchange or automated quotation system, or entity and any court or other tribunal). "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "I-Link Loan Documents" means the documents identified on Schedule 3.7 as the I-Link Loan Documents. "I-Link Shareholders Agreement" means the Shareholders Agreement, dated as of October 10, 1997, among Medcross, Inc., a Florida corporation and predecessor to I-Link, Winter Harbor, and certain other shareholders of I-Link. "Legal Requirement" means applicable common law and any applicable law, statute, regulation, rule, ordinance, order, administrative order, treaty, standard, decree, or judgment duly enacted, adopted, or promulgated by any Governmental Authority and having the force and effect of law. "Person" means any natural person, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Authority. "Proceeding" means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority or arbitrator. 2 "Required Consents" means those Consents designated on Schedule 3.5 or Schedule 4.3 as "Required Consents." "Second Closing" means the consummation of the purchase and sale of the Second Closing Securities and the other transactions occurring contemporaneously therewith, in accordance with the applicable provisions of Article 8. "Second Closing Date" means the date on which the Second Closing occurs, as determined pursuant to Section 8.1(a). "Second Closing Securities" means those securities issued by I-Link and held by Winter Harbor on the date of this Agreement that are designated as "Second Closing Securities" on Exhibit A. In the event of any change in the securities of I-Link by reason of stock dividends, splits, combinations, subdivisions or reclassifications, mergers, recapitalizations, extraordinary dividends or distributions, exchanges of shares or the like, the type and number of securities constituting the Second Closing Securities shall be appropriately adjusted. "Securities Act" means the Securities Act of 1933, or any successor federal statute, and the rules and regulations of the SEC promulgated thereunder, in each case as amended from time to time. "Securities" means the First Closing Securities and the Second Closing Securities. "Significant Transaction" means any action taken by I-Link to: (i) amend, modify or repeal the charter or by-laws of I-Link or the articles of incorporation, by-laws, or other organizational document of any subsidiary, or to create, authorize, designate or issue any class or series of equity securities of I-Link or any subsidiary or any option, warrants or other rights to receive any class or series of equity securities of I-Link or any subsidiary; (ii) effect any merger, recapitalization or consolidation with or into another entity, or enter into any binding share exchange or similar transaction with any entity; (iii) sell, transfer, lease or dispose of all or substantially all of its assets in one transaction or a series of related transactions, or liquidate, dissolve or wind-up its affairs; (iv) sell, transfer, dispose of, lease, pledge or encumber (a "disposition"), or engage in a series of related dispositions, of any of its assets (including rights) having a value, in the aggregate for such transaction or series of transactions, in excess of $250,000, other than in the ordinary course of business; (v) lease or otherwise acquire any assets having a value, in the aggregate, in excess of $250,000, other than in the ordinary course of business; (vi) incur or prepay any indebtedness (or guarantee obligations of others or enter into any other guarantee or credit support arrangement) other than trade debt incurred in the ordinary course of business; 3 (vii) pay any dividend or make other distributions or redemption payments with respect to any of its equity interests; (viii) conduct or engage in any business other than the business in which it is presently engaged (and such other businesses as are reasonably ancillary thereto); (ix) acquire, own or hold for investment any equity interests in another entity or any option, warrant, or other debt or equity interest convertible into or evidencing the right to acquire (whether or not for additional consideration) any equity interest in such entity; (x) enter into any transaction or agreement (or amend any agreement) with any affiliate of I-Link or any of the I-Link shareholders; (xi) hire, employ or discharge any of its executive officers, managers or key employees; (xii) initiate or settle any litigation involving an amount in controversy in excess of $250,000; (xiii) adopt or amend any employee benefit plan or program, other than those employee benefit plans and programs and amendments thereto as described in I-Link's preliminary proxy statement filed August 11, 2000; (xiv) enter into any commitment or series of related commitments involving a payment or payments of an aggregate amount in excess of $500,000. 1.2 Terms Defined Elsewhere in This Agreement. For purposes of this Agreement, the following terms have the meanings set forth in the sections indicated: Term Section AAA Section 10.13(a) Damages Section 11.1 DOJ Section 5.5 Financial Statements Section 4.5 FTC Section 5.5 I-Link Preliminary Statements Option Agreement I Section 2.2(b) Option Agreement II Section 2.2(c) Red Cube Preamble Red Cube Indemnified Persons Section 11.1 Red Cube Options Section 3.9 4 Term Section Registration Rights Agreement Section 5.3 Voting Agreement Section 5.6(b) Voting Stock Section 5.6(a) Winter Harbor Preamble Winter Harbor Indemnified Persons Section 11.2 1.3 Rules of Construction. Words used in this Agreement, regardless of the gender and number specifically used, shall be deemed and construed to include any other gender and any other number as the context requires. Except as specifically otherwise provided in this Agreement in a particular instance, a reference to a Section, Schedule, or Exhibit is a reference to a Section of this Agreement or a Schedule or Exhibit hereto, and the terms "hereof," "herein," and other like terms refer to this Agreement as a whole, including the Schedules and Exhibits to this Agreement, and not solely to any particular part of this Agreement. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. 1.4 Knowledge. References herein to "knowledge of Red Cube" or "knowledge of Winter Harbor" refers to the actual knowledge of the executive officers of such party. Article 2 Purchase and Sale of Securities 2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Red Cube agrees to purchase from Winter Harbor, and Winter Harbor agrees to sell to Red Cube, all of the Securities, free and clear of any lien, pledge, or other security interest or encumbrance (other than any restrictions under securities laws and restrictions under this Agreement and the I-Link Shareholders Agreement), and all of Winter Harbor's right, title, and interest in the I-Link Shareholders Agreement and the I-Link Loan Documents for the consideration specified in Section 2.2. 2.2 Consideration. As consideration for the sale of the Securities, Red Cube agrees to pay and deliver to Winter Harbor the following consideration: (a) At the First Closing, Red Cube will pay to Winter Harbor $35,000,000 by wire transfer of same-day funds pursuant to wire instructions which shall be delivered by Winter Harbor to Red Cube at least two Business Days prior to the First Closing Date. (b) At the First Closing, Red Cube will grant to Winter Harbor an option to purchase from Red Cube 52,499 ordinary shares of Red Cube, at a per share purchase price in Swiss francs equal to $190.48 multiplied by the Swiss frank to United States dollar exchange rate as published in the Neue Züricher Zeitung on the day of the First Closing, in accordance with an Option Agreement substantially in the form of Exhibit C, to be entered into between Red 5 Cube and Winter Harbor at the First Closing ("Option Agreement I"). The number and type of securities of Red Cube that may be purchased by Winter Harbor upon exercise of the option described in this Section 2.2(b), and the purchase price therefor, shall be subject to adjustment as provided in Option Agreement I. (c) At the First Closing, Red Cube will grant to Winter Harbor an option to purchase from Red Cube 58,333 ordinary shares of Red Cube, at a per share purchase price in Swiss francs equal to $171.43 multiplied by the Swiss frank to United States dollar exchange rate as published in the Neue Züricher Zeitung on the day of the First Closing, in accordance with an Option Agreement substantially in the form of Exhibit D, to be entered into between Red Cube and Winter Harbor at the First Closing ("Option Agreement II"). The number and type of securities of Red Cube that may be purchased by Winter Harbor upon exercise of the option described in this Section 2.2(c), and the purchase price therefor, shall be subject to adjustment as provided in Option Agreement II. (d) At the Second Closing, Red Cube will pay to Winter Harbor $25,000,000 by wire transfer of same-day funds pursuant to wire instructions which shall be delivered by Winter Harbor to Red Cube at least two Business Days prior to the Second Closing Date. 2.3 No Allocation of Consideration. Red Cube and Winter Harbor agree that the allocation of the total consideration payable to Winter Harbor pursuant to Section 2.2 between amounts payable at the First Closing and amounts payable at the Second Closing does not necessarily reflect the allocation of such total consideration between the First Closing Securities and the Second Closing Securities. Article 3 Representations of Winter Harbor Winter Harbor represents and warrants to Red Cube as follows: 3.1 Organization and Authority. Winter Harbor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Winter Harbor has the requisite limited liability company power and authority to execute, deliver, and perform this Agreement and the documents contemplated hereby according to their respective terms. Winter Harbor is duly licensed or qualified to do business as a foreign limited liability company under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it requires such licensing or qualification. Winter Harbor has delivered to Red Cube true and complete copies of the certificate of formation and the limited liability company agreement of Winter Harbor. 3.2 Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Winter Harbor have been duly authorized by all necessary limited liability company action on the part of Winter Harbor. This Agreement has been duly executed and delivered by Winter Harbor and constitutes the legal, valid, and binding obligation of Winter 6 Harbor, enforceable against Winter Harbor in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar Legal Requirements affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies. 3.3 Ownership of Stock. Winter Harbor owns of record and beneficially the Securities listed on Exhibit A, free and clear of any lien, pledge, or other security interest or encumbrance (other than any restrictions under securities laws and restrictions under this Agreement and the I-Link Shareholders Agreement). The Securities represent no less than a majority of the total outstanding shares of common stock of I-Link on a fully diluted basis. Winter Harbor is not a party to any option, warrant, purchase right, or other contract or commitment that could require Winter Harbor to sell, transfer, or otherwise dispose of any Securities (other than this Agreement and the I-Link Shareholders Agreement). 3.4 Voting Authority. Winter Harbor is not a party to any voting agreement with respect to any of the Securities other than the I-Link Shareholders Agreement and has not granted a revocable or an irrevocable proxy to any Person with respect to any of the Securities other than the proxy granted to Red Cube under Section 5.6(a) of this Agreement. 3.5 Absence of Conflicting Agreements; Consents. Except as set forth on Schedule 3.5, and subject to the expiration or termination of all waiting periods under the HSR Act, to the knowledge of Winter Harbor the execution, delivery, and performance by Winter Harbor of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with any provision of the limited liability company agreement or certificate of formation of Winter Harbor, each as currently in effect; (c) will not conflict with, result in a breach of, or constitute a default under any Legal Requirement; and (d) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license, or permit to which Winter Harbor is a party or by which Winter Harbor may be bound. 3.6 Disclosure. (a) No representation or warranty of Winter Harbor contained in this Agreement contains any untrue statement of a material fact, or omits to state any material fact which is required to be stated therein or necessary in order to make the statements contained herein or therein, in the light of the circumstances in which they were made, not misleading. (b) There is no fact known to any officer of Winter Harbor that may adversely affect Winter Harbor's ability to perform its obligations hereunder. 3.7 No Related Party Transactions. Except as set forth on Schedule 3.7, Winter Harbor does not have any interest in any property used in I-Link's business, has no equity or other financial interest in any person that has business dealings with I-Link or a material financial interest in any transaction to which I-Link is a party, other than in the ordinary course of business and at market prices and on market terms, is not engaged in competition with I-Link, is not party to any contract with I-Link, and does not have any claim or right against I-Link. 7 3.8 Brokers and Finders. Neither Winter Harbor nor any of its officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders fees in connection with this Agreement or the other transactions contemplated in this Agreement except, as disclosed by Winter Harbor to Red Cube, that Winter Harbor has employed James H. Laird as its financial advisor. 3.9 Investment Matters. If the options granted pursuant to Option Agreement I or Option Agreement II (the "Red Cube Options") are exercised, Winter Harbor will be acquiring the ordinary shares of Red Cube for its own account for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution thereof in violation of the Securities Act. Winter Harbor acknowledges that the shares of ordinary shares of Red Cube are not currently and will not at the time the Red Cube Options are exercised be registered under the Securities Act or any applicable state securities law, and that such shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations, as applicable. Article 4 Representations of Red Cube Red Cube represents and warrants to Winter Harbor as follows: 4.1 Organization and Authority. Red Cube is a corporation duly organized, validly existing, and in good standing under the laws of Switzerland. Red Cube has the requisite corporate power and authority to own, lease, and operate its properties, to carry on its business in the places where such properties are now owned, leased, or operated and such business is now conducted, and to execute, deliver, and perform this Agreement and the documents contemplated hereby according to their respective terms. Red Cube has delivered to Winter Harbor true and complete copies of its organizational documents. 4.2 Authorization and Binding Obligation. The execution, delivery, and performance of this Agreement by Red Cube have been duly authorized by all necessary corporate action on the part of Red Cube. This Agreement has been duly executed and delivered by Red Cube and constitutes the legal, valid, and binding obligation of Red Cube, enforceable against Red Cube in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar Legal Requirements affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies. 4.3 Absence of Conflicting Agreements; Consents. Except as set forth on Schedule 4.3, and subject to the expiration or termination of all waiting periods under the HSR Act, to the knowledge of Red Cube, the execution, delivery, and performance by Red Cube of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with any provision of any corporate organizational documents of Red Cube, each as currently in effect; (c) will not conflict with, result in a breach of, or constitute a default under any Legal Requirement; and (d) will not conflict with, constitute grounds for termination of, result in a 8 breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license, or permit to which Red Cube is a party or by which Red Cube may be bound. 4.4 Capitalization. The authorized and issued capital stock of Red Cube is described on Schedule 4.4. All issued and outstanding shares of capital stock of Red Cube have been duly and validly issued and are fully paid and nonassessable. Except as described on Schedule 4.4, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Red Cube to issue, sell, or otherwise cause to become outstanding any of its capital stock, and there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to Red Cube. Red Cube has not violated any Legal Requirement in connection with the offer for sale or sale and issuance of its outstanding shares of capital stock or any other securities. 4.5 Financial Statements. Red Cube has delivered to Winter Harbor the following financial statements (the "Financial Statements"): (a) drafts (which drafts are subject to revisions as part of the normal process of finalizing such drafts) consolidated financial statements for the year ended December 31, 1999 and for the period from September 30, 1998 (inception) through December 31, 1998 and (b) a draft (which draft is subject to revisions as part of the normal process of finalizing such draft) "pro forma" financial statements for the period ended June 30, 2000. To the knowledge of Red Cube, as of the date hereof, the Financial Statements have been prepared from the books and records of Red Cube, have been prepared in accordance with international accounting standards, accurately reflect the books, records, and accounts of Red Cube, and present fairly the financial condition of Red Cube as at their respective dates, and the results of operations for the periods then ended. Except as set forth on Schedule 4.5, to the knowledge of Red Cube, Red Cube has no material debt, liability, or obligation, whether accrued, absolute, contingent, or otherwise, except (a) liabilities reflected in the Financial Statements and (b) liabilities (other than contingent liabilities) incurred in the ordinary course of business since June 30, 2000. 4.6 Investment. Red Cube is acquiring the Securities for its own account for investment purposes only and not with a view to, or for sale in connection with, any resale or distribution thereof in violation of the Securities Act. Red Cube acknowledges that the Securities are not registered under the Securities Act or any applicable state securities law, and that such Securities may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to state securities laws and regulations as applicable. 4.7 Experience. Red Cube is able financially to bear the risks of an investment in the Securities. Red Cube is an "accredited investor" as defined in Regulation D under the Securities Act. Red Cube has not been organized, reorganized, or recapitalized specifically for the purpose of investing in I-Link. 4.8 Brokers and Finders. Neither Red Cube nor any of its officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, 9 commissions or finders fees in connection with this Agreement or the other transactions contemplated in this Agreement. 4.9 Disclosure. (a) No representation or warranty of Red Cube contained in this Agreement contains any untrue statement of a material fact, or omits to state any material fact which is required to be stated therein or necessary in order to make the statements contained herein or therein, in the light of circumstances in which they were made, not misleading. (b) There is no fact known to any officer of Red Cube that may adversely affect Red Cube's ability to perform its obligations hereunder. Article 5 Covenants and Agreements 5.1 Confidentiality. Except as necessary for the consummation of the transactions contemplated by this Agreement, and except as and to the extent required by any Legal Requirement, each party will keep confidential any information obtained from the other party in connection with the transactions contemplated by this Agreement. 5.2 Cooperation. The parties to this Agreement shall cooperate fully with each other and their respective counsel and accountants in connection with any actions required to be taken as part of their respective obligations under this Agreement, and each party shall execute such other documents as may be necessary and desirable to the implementation and consummation of this Agreement, and otherwise use commercially reasonable efforts to consummate the transactions contemplated hereby and to fulfill their obligations under this Agreement. 5.3 Registration Rights Agreement. At the First Closing, Red Cube and Winter Harbor will enter into a Registration Rights Agreement substantially in the form of Exhibit D (the "Registration Rights Agreement"). 5.4 Consents. The parties will use commercially reasonable efforts to obtain as expeditiously as possible all Consents. Each party will promptly and regularly advise the other parties concerning the occurrence and status of any discussions or other communications, whether oral or written, with any Governmental Authority or other third party with respect to any Consent, including any difficulties or delays experienced in obtaining any Consent and of any conditions proposed, considered, or requested for any Consent. 5.5 HSR Act Filing. Red Cube agrees to (a) file, or cause to be filed, with the U.S. Department of Justice ("DOJ") and Federal Trade Commission ("FTC") all filings, if any, that are required in connection with the transactions contemplated hereby under the HSR Act within five Business Days of the date of this Agreement; (b) cooperate with I-Link in connection with such HSR Act filings, which cooperation shall include furnishing the other with any information or documents that may be reasonably required in connection with such filings; (c) promptly file, after any request by the FTC or DOJ and after appropriate negotiation with the FTC or DOJ of 10 the scope of such request, any information or documents requested by the FTC or DOJ; and (d) notify I-Link and Winter Harbor of any material communications with the FTC or DOJ that relate to the transactions contemplated hereunder, and to the extent practicable, permit I-Link to participate in any conferences with the FTC or DOJ. Promptly after the signing of this Agreement, Red Cube will send a written notice to I-Link with respect to their filing obligations under the HSR Act. The parties agree to equally share the expenses associated with the filings described in this Section 5.5. 5.6 Proxy and Voting Agreement. (a) Irrevocable Proxy. Effective upon the First Closing, Winter Harbor hereby grants to Red Cube an irrevocable proxy, with full power of substitution, to exercise voting authority and authority to act by written consent over all Second Closing Securities that constitute Voting Stock on all proposals or matters submitted to all or any class or classes of Voting Stock, which proxy is IRREVOCABLE AND COUPLED WITH AN INTEREST for purposes of Section 607.0722(5) of the Florida Business Corporation Act. "Voting Stock" means, with respect to any matter to be voted on by the shareholders of I-Link, shares of capital stock of I-Link entitled to vote on such matter under the Articles of Incorporation of I-Link and the Florida Business Corporation Act. Notwithstanding the foregoing, before the date of the First Closing, the proxy granted in this Section 5.6 shall not apply to proposals or matters submitted to all or any class or classes of Voting Stock if such matters or proposals are solely concerned with the operational conduct of the business of I-Link as such business has been conducted in its ordinary course and consistent with past practices. After the date of the First Closing and until the termination of the parties' rights and obligations under this Section 5.6 pursuant to subclause (d) of this Section 5.6, the proxy granted in this section shall apply to any and all proposals or matters submitted to all or any class or classes of Voting Stock. (b) Voting Agreement. Winter Harbor and Red Cube shall enter into a voting agreement, effective as of September , 2000 (the "Voting Agreement"). (c) Governmental Approvals. Notwithstanding anything in Section 5.6(a) or Section 5.6(b) to the contrary, if the proxy provided for in Section 5.6(a) or the voting agreement provided for in Section 5.6(b) would violate any Legal Requirement in the absence of any consent, permit, or approval of any Governmental Authority, then, notwithstanding Section 5.6(a) or Section 5.6(b), the effectiveness of the proxy provided for in Section 5.6(a) or the voting agreement provided for in Section 5.6(b), as applicable, shall be conditioned on the receipt of each such consent, permit, or approval. Winter Harbor and Red Cube will use their respective diligent efforts to obtain, or to assist I-Link in obtaining, as expeditiously as possible, any such consent, permit, or approval that, in the opinion of Red Cube and its counsel, is required for the effectiveness of the proxy provided for in Section 5.6(a) or the voting agreement provided for in Section 5.6(b). (d) Termination. The rights and obligations of Red Cube and Winter Harbor under this Section 5.6 shall automatically terminate, without further action by Red Cube or Winter Harbor, on the earlier of (1) the fifth Business Day following the date on which ordinary shares of Red Cube commence trading on the SWX New Market or (2) April 2, 2001. 11 5.7 Notification. (a) Between the date of this Agreement and the First Closing Date, Winter Harbor shall promptly notify Red Cube in writing if Winter Harbor becomes aware of any fact or condition that causes or constitutes a breach of any of its representations and warranties as of the date of this Agreement, or if Winter Harbor becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of the occurrence of discovery of such fact or condition. During the same period, Winter Harbor shall promptly notify Red Cube of the occurrence of any breach of any covenant of Winter Harbor in this Article 5. (b) Between the date of this Agreement and the First Closing Date, Red Cube shall promptly notify Winter Harbor in writing if Red Cube becomes aware of any fact or condition that causes or constitutes a breach of any of its representations and warranties as of the date of this Agreement, or if Red Cube becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of the occurrence of discovery of such fact or condition. During the same period, Red Cube shall promptly notify Winter Harbor of the occurrence of any breach of any covenant of Red Cube in Article 5. 5.8 Board Seats. Prior to the termination of this Agreement, Winter Harbor agrees not to remove or cause to resign the two directors elected to the I-Link board of directors by it pursuant to its rights under the I-Link Shareholder Agreement and as the sole holder of the shares of the Series M Preferred Stock of I-Link, without the prior written consent of Red Cube. 5.9 Winter Harbor Lock-Up and Standstill. (a) If Winter Harbor exercises the Red Cube Options prior to the date which is one hundred and eighty days after Red Cube's initial public offering, Winter Harbor will enter into an agreement containing customary restrictions on dispositions of the ordinary shares of Red Cube acquired by Winter Harbor upon exercise of the Red Cube Options for up to one hundred eighty days after the consummation of Red Cube's initial public offering, provided those restrictions are on the same terms as are imposed by the underwriters in Red Cube's initial public offering on the other significant shareholders and the officers of Red Cube. 5.10 Significant Transactions. Winter Harbor shall not consent to or approve any Significant Transaction that requires the consent or approval of Winter Harbor pursuant to the I-Link Shareholder Agreement or as a holder of the shares of the Series M Preferred Stock of I-Link without the prior written consent of Red Cube. 5.11 Options. In the event that Red Cube is unable to issue the Red Cube Options that will be exercisable for ten years from the date of the grant of such options at the first Closing, (i) Red Cube covenants and agrees to issues options substantially in the form of the Red Cube Options with the sole exception that such options shall terminate five years after the date of the 12 grant of such options, (ii) KPR covenants and agrees to amend, as soon as reasonably practicable, the relevant corporate documents of Red Cube so that Red Cube is able to grant options which are exercisable for ten years from the date of the granting of such options, and (iii) Red Cube agrees, as soon as reasonably practicable after the amendment of its corporate documents referred to in sub-clause (ii) of this Section, to exchange with Winter Harbor, the options granted under sub-clause (i) of this Section for options which are substantially in the form of the Red Cube Options. Article 6 Conditions to Obligations of the Parties at the First Closing 6.1 Conditions to Obligations of Red Cube at the First Closing. All obligations of Red Cube at the First Closing hereunder are subject at Red Cube's option to the fulfillment prior to or at the First Closing Date of each of the following conditions: (a) Accuracy of Representations. All of Winter Harbor's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), (1) must have been accurate (determined without regard to any materiality limitation contained in any such representation or warranty), in all material respects, as of the date of this Agreement and (2) must be accurate (determined without regard to any materiality limitation contained in any such representation or warranty), in all material respects, as of the First Closing. (b) Winter Harbor shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by Winter Harbor prior to or on the First Closing Date. (c) All Required Consents shall have been obtained, all such Consents shall be in full force and effect, and all waiting periods under the HSR Act applicable to this Agreement or the transactions contemplated by this Agreement to be consummated at the Closings shall have expired or been terminated. (d) Winter Harbor shall have made or be willing to make and capable of making all the deliveries described in Section 7.2. (e) No Proceedings. (i) Since the date of this Agreement, there must not have been commenced or threatened against Winter Harbor, any Proceedings that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement (other than any Proceeding commenced or threatened by Red Cube or any of its affiliates). 13 (ii) There must not be in effect any Legal Requirement or any injunction or other judicial order that (A) prohibits the sale of the Securities or the other transactions contemplated by this Agreement and (B) has been adopted or issued, or has otherwise become effective, since the date of this Agreement. (f) No Claim Regarding Stock Ownership or Sale Proceeds. There must not have been made or threatened by any Person any claim asserting that such Person (1) is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any Securities or (2) is entitled to all or any portion of the amounts or securities payable or issuable in exchange for the Securities. (g) No Prohibition. Neither the consummation nor the performance of any of the transactions contemplated by this Agreement shall, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause Red Cube to suffer any material violation of, or cause Red Cube to suffer any material adverse consequence under, any applicable Legal Requirement. (h) Additional Documents. Winter Harbor must have caused to be delivered to Red Cube such other documents as Red Cube may reasonably request for the purpose of (A) evidencing the accuracy of the representations or warranties of Winter Harbor, (B) evidencing the performance by Winter Harbor of, or the compliance by Winter Harbor with, the covenants and obligations required to be performed or complied with by Winter Harbor, (C) evidencing the satisfaction of any condition referred to in this Section 6.1 or (D) otherwise facilitating the consummation of any of the transactions contemplated by this Agreement. 6.2 Conditions to Obligations of Winter Harbor at the First Closing. All obligations of Winter Harbor at the First Closing hereunder are subject at Winter Harbor's option to the fulfillment prior to or at the First Closing Date of each of the following conditions: (a) Accuracy of Representations. All of Red Cube's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), (1) must have been accurate (determined without regard to any materiality limitation contained in any such representation or warranty), in all material respects, as of the date of this Agreement and (2) must be accurate (determined without regard to any materiality limitation contained in any such representation or warranty), in all material respects, as of the First Closing except with respect to Schedule 4.4, which Schedule shall not be deemed to be inaccurate due to changes in the issued capital stock of Red Cube, if such changes are the result of additional capital increases by Red Cube that are effected through (i) sales of securities in the ordinary course of business of Red Cube, (ii) exchange of securities in connection with the acquisition of securities or assets in the ordinary course of business of Red Cube, (iii) stock option grants in the ordinary course of business of Red Cube, or (iv) the currently contemplated capital increase that is intended, among other things, to provide financing for the transactions contemplated herein. (b) Covenants. Red Cube shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it prior to or on the First Closing Date. 14 (c) Consents. All Required Consents shall have been obtained, all such Consents shall be in full force and effect, and all waiting periods under the HSR Act applicable to this Agreement or the transactions contemplated by this Agreement to be consummated at the Closings shall have expired or been terminated. (d) Deliveries. Red Cube shall have made or be willing to make and capable of making all the deliveries described in Section 7.3. (e) No Proceedings. (i) Since the date of this Agreement, there must not have been commenced or threatened against Red Cube, any Proceedings that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement (other than any Proceeding commenced or threatened by Winter Harbor or any of its affiliates). (ii) There must not be in effect any Legal Requirement or any injunction or other judicial order that (A) prohibits the sale of the Securities or the other transactions contemplated by this Agreement and (B) has been adopted or issued, or has otherwise become effective, since the date of this Agreement. (f) No Prohibition. Neither the consummation nor the performance of any of the transactions contemplated by this Agreement shall, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of, or cause Winter Harbor to suffer any material violation of, or cause Winter Harbor to suffer any material adverse consequence under, any applicable Legal Requirement. (g) Additional Documents. Red Cube must have caused to be delivered to Winter Harbor such other documents as Winter Harbor may reasonably request for the purpose of (A) evidencing the accuracy of the representations or warranties of Red Cube, (B) evidencing the performance by Red Cube of, or the compliance by Red Cube with, the covenants and obligations required to be performed or complied with by Red Cube, (C) evidencing the satisfaction of any condition referred to in this Section 6.2 or (D) otherwise facilitating the consummation of any of the transactions contemplated by this Agreement. 6.3 Conditions to Obligations of Red Cube at the Second Closing. All obligations of Red Cube at the Second Closing hereunder are subject at Red Cube's option to the fulfillment prior to or at the Second Closing Date of each of the following conditions: (a) Accuracy of Certain Representations. All representations and warranties of Winter Harbor in Section 3.1, Section 3.2, and Section 3.3 (other than the second sentence of Section 3.3) shall be true in all material respects at and as of the Second Closing Date as though made at and as of that time, except for changes resulting from the consummation of the First Closing. (b) No Proceedings. 15 (i) Since the date of this Agreement, there must not have been commenced or threatened against Winter Harbor, any Proceedings that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement (other than any Proceeding commenced or threatened by Red Cube or any of its affiliates). (ii) There must not be in effect any Legal Requirement or any injunction or other judicial order that (i) prohibits the sale of the Second Closing Securities or transactions contemplated by this Agreement and (ii) has been adopted or issued, or has otherwise become effective, since the date of this Agreement. (c) No Claim Regarding Stock Ownership. There must not have been made or threatened by any Person any claim asserting that such Person is the holder or the beneficial owner of, or has the right to acquire or to obtain beneficial ownership of, any Second Closing Securities. (d) No Prohibition. Neither the consummation nor the performance of any of the transactions contemplated by this Agreement shall, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of any applicable Legal Requirement. (e) Additional Documents. Winter Harbor must have caused to be delivered to Red Cube such other documents as Red Cube may reasonably request for the purpose of (A) evidencing the accuracy of the representations or warranties of Winter Harbor, (B) evidencing the performance by Winter Harbor of, or the compliance by Winter Harbor with, the covenants and obligations required to be performed or complied with by Winter Harbor, (C) evidencing the satisfaction of any condition referred to in this Section 6.3 or (D) otherwise facilitating the consummation of any of the transactions contemplated by this Agreement. (f) Deliveries. Winter Harbor shall have made or be willing to make and capable of making all the deliveries described in Section 8.2. 6.4 Conditions to Obligations of Winter Harbor at the Second Closing. All obligations of Winter Harbor at the Second Closing hereunder are subject at Winter Harbor's option to the fulfillment prior to or at the Second Closing Date of each of the following conditions: (a) Accuracy of Certain Representations. All representations and warranties of Red Cube contained in Section 4.1 and Section 4.2 shall be true in all material respects at and as of the Second Closing Date as though made at and as of that time. (b) No Proceedings. (i) Since the date of this Agreement, there must not have been commenced or threatened against Red Cube, any Proceedings that may have the effect of preventing, delaying, making illegal, or otherwise interfering with any of the transactions contemplated by this Agreement (other than any Proceeding commenced or threatened by Winter Harbor or any of its affiliates). 16 (ii) There must not be in effect any Legal Requirement or any injunction or other judicial order that (A) prohibits the sale of the Second Closing Securities or the other transactions contemplated by this Agreement and (B) has been adopted or issued, or has otherwise become effective, since the date of this Agreement. (c) No Prohibition. Neither the consummation nor the performance of any of the transactions contemplated by this Agreement shall, directly or indirectly (with or without notice or lapse of time), materially contravene, or conflict with, or result in a material violation of any applicable Legal Requirement. (d) Additional Documents. Red Cube must have caused to be delivered to Winter Harbor such other documents as Winter Harbor may reasonably request for the purpose of (A) evidencing the accuracy of the representations or warranties of Red Cube, (B) evidencing the performance by Red Cube of, or the compliance by Red Cube with, the covenants and obligations required to be performed or complied with by Red Cube, (C) evidencing the satisfaction of any condition referred to in this Section 6.4 or (D) otherwise facilitating the consummation of any of the transactions contemplated by this Agreement. (e) Deliveries. Red Cube shall have made or be willing to make and capable of making all the deliveries described in Section 8.3. Article 7 First Closing and First Closing Deliveries 7.1 First Closing. (a) First Closing Date. (i) Except as provided in Section 7.1(a)(ii), or as otherwise agreed to by Red Cube and Winter Harbor, the First Closing shall take place at 10:00 a.m. on the fifth Business Day after the satisfaction of the conditions specified in Section 6.1(c). (ii) If on the date on which the First Closing would otherwise be required to take place pursuant to Section 7.1(a)(i), (A) there shall be in effect any judgment, decree, or order that would prevent or make unlawful either Closing, or (B) any other circumstance beyond the reasonable control of Winter Harbor or Red Cube shall exist that would prevent either Closing or the satisfaction of any of the conditions precedent to the obligations of either party set forth in this Agreement, then Winter Harbor or Red Cube may, at its option, postpone the date on which the First Closing is required to take place until such date, to be set by the postponing party on at least five Business Days' written notice to the other party, as soon as practicable after such judgment, decree, or order ceases to be in effect, such other circumstance ceases to exist, or such conditions have been satisfied or are capable of being satisfied concurrently with the First Closing; provided, however, that postponement of the date on which the First Closing is required to take place shall not restrict the exercise by either party of its rights under Section 9.1 or Section 9.2, as applicable. 17 (b) First Closing Place. The First Closing shall be held at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, or any other place that is agreed upon by Red Cube and Winter Harbor. 7.2 Deliveries by Winter Harbor. At the First Closing, Winter Harbor shall deliver to Red Cube: (a) certificates representing the First Closing Securities (to the extent such Securities are certificated), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of the First Closing Securities to Red Cube, free and clear of any lien, pledge, or other security interest or encumbrance (other than any restrictions under securities laws and restrictions under this Agreement and the I-Link Shareholders Agreement). (b) an opinion of Dow, Lohnes & Albertson, counsel to Winter Harbor, dated as of the First Closing Date, substantially in the form of Exhibit E hereto. (c) the Registration Rights Agreement in the form of Exhibit D, duly executed on behalf of Winter Harbor. (d) Option Agreement I in the form of Exhibit B, duly executed on behalf of Winter Harbor. (e) Option Agreement II in the form of C, duly executed on behalf of Winter Harbor. (f) a certificate, dated as of the First Closing Date, executed by Winter Harbor, certifying (1) that the representations and warranties of Winter Harbor contained in this Agreement are true in all material respects as of the First Closing Date as though made on and as of that date and (2) that Winter Harbor has in all material respects performed and complied with all of its covenants and agreements in this Agreement to be performed and complied with on or prior to the First Closing Date. (g) an instrument of assignment, duly executed by Winter Harbor and in a form reasonably acceptable to Red Cube, effecting the assignment to Red Cube of all of Winter Harbor's right, title, and interest under the I-Link Shareholders Agreement, to the extent such rights are assignable, except insofar as such rights relate solely to the Second Closing Securities. (h) an instrument of assignment, duly executed by Winter Harbor and in a form reasonably acceptable to Red Cube, effecting the assignment to Red Cube of all of Winter Harbor's right, title and interest under the I-Link Loan Documents. 7.3 Deliveries by Red Cube. At the First Closing, Red Cube shall deliver to Winter Harbor: (a) the consideration specified in Section 2.2(a). 18 (b) a certificate, dated as of the First Closing Date, executed by Red Cube, certifying (1) that the representations and warranties of Red Cube contained in this Agreement are true in all material respects as of the First Closing Date as though made on and as of that date and (2) that Red Cube has in all material respects performed and complied with all of its covenants and agreements in this Agreement to be performed and complied with on or prior to the First Closing Date. (c) an opinion of Heierli Rechtsanwälte, Swiss counsel to Red Cube, dated as of the First Closing Date, substantially in the form of Exhibit F hereto. (d) an opinion of Sullivan & Cromwell, U.S. counsel to Red Cube, dated as of the First Closing Date, substantially in the form of Exhibit G hereto. (e) the Registration Rights Agreement in the form of Exhibit D, duly executed on behalf of Red Cube. (f) Option Agreement I in the form of Exhibit B, duly executed on behalf of Red Cube. (g) Option Agreement II in the form of Exhibit C, duly executed on behalf of Red Cube. Article 8 Second Closing and Second Closing Deliveries 8.1 Second Closing. (a) Second Closing Date. (i) Except as provided in Section 8.1(a)(ii), or as otherwise agreed to by Red Cube and Winter Harbor, the Second Closing shall take place at 10:00 a.m. on the earlier of (A) the fifth Business Day following the date on which ordinary shares of Red Cube commence trading on the SWX New Market and (B) April 2, 2001. (ii) If on the date on which the Second Closing would otherwise be required to take place pursuant to Section 8.1(a)(i), (A) there shall be in effect any judgment, decree, or order that would prevent or make unlawful the Second Closing, or (B) any other circumstance beyond the reasonable control of Winter Harbor or Red Cube shall exist that would prevent the Second Closing or the satisfaction of any of the conditions precedent to the obligations of either party set forth in this Agreement, then Winter Harbor or Red Cube may, at its option, postpone the date on which the Second Closing is required to take place until such date, to be set by the postponing party on at least five Business Days' written notice to the other party, as soon as practicable after such judgment, decree, or order ceases to be in effect, such other circumstance ceases to exist, or such conditions have been satisfied or are capable of being satisfied concurrently with the Second Closing. 19 (b) Second Closing Place. The Second Closing shall be held at the offices of Sullivan & Cromwell, 125 Broad Street, New York, New York 10004, or any other place that is agreed upon by Red Cube and Winter Harbor. 8.2 Deliveries by Winter Harbor. At the Second Closing, Winter Harbor shall deliver to Red Cube: (a) certificates representing the Second Closing Securities (to the extent such Securities are certificated), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of the Second Closing Securities to Red Cube, free and clear of any lien, pledge, or other security interest or encumbrance (other than any restrictions under securities laws and restrictions under this Agreement and the I-Link Shareholders Agreement). (b) a certificate, dated as of the Second Closing Date, executed by Winter Harbor, certifying that the representations and warranties of Winter Harbor contained in Section 3.1, Section 3.2 and Section 3.3 (other than the second sentence of Section 3.3) are true in all material respects as of the Second Closing Date as though made on and as of that date, except for changes resulting from the consummation of the First Closing. (c) an instrument of assignment, duly executed by Winter Harbor, effecting the assignment to Red Cube of all of Winter Harbor's rights under the I-Link Shareholders Agreement, to the extent such rights are assignable, insofar as such rights relate to the Second Closing Securities. 8.3 Deliveries by Red Cube. At the Second Closing, Red Cube shall deliver to Winter Harbor: (a) the consideration specified in Section 2.2(d). (b) a certificate, dated as of the Second Closing Date, executed on behalf of Red Cube by an authorized officer, certifying that the representations and warranties of Red Cube contained in Section 4.1 and Section 4.2 are true in all material respects as of the Second Closing Date as though made on and as of that date. Article 9 Termination 9.1 Termination by Winter Harbor. This Agreement may be terminated by Winter Harbor prior to the First Closing, and the transactions contemplated by this Agreement abandoned, if Winter Harbor is not then in material default, upon written notice to Red Cube, upon the occurrence of any of the following: (a) Conditions. If on the date on which the First Closing is to occur any of the conditions precedent to the obligations of Winter Harbor set forth in Section 6.2 of this Agreement has not been satisfied or waived in writing by Winter Harbor. 20 (b) Judgments. If there shall be in effect on the date on which the First Closing is to occur any judgment, decree, or order that would prevent or make unlawful either Closing. (c) Upset Date. If the First Closing shall not have occurred on or prior to October 9, 2000. 9.2 Termination by Red Cube. This Agreement may be terminated by Red Cube prior to the First Closing, and the transactions contemplated by this Agreement abandoned, if Red Cube is not then in material default, upon written notice to Winter Harbor, upon the occurrence of any of the following: (a) Conditions. If on the date on which the First Closing is to occur any of the conditions precedent to the obligations of Red Cube set forth in Section 6.1 of this Agreement has not been satisfied or waived in writing by Red Cube. (b) Judgments. If there shall be in effect on the date on which the First Closing is to occur any judgment, decree, or order that would prevent or make unlawful either Closing. (c) Upset Date. If the First Closing shall not have occurred on or prior to October 9, 2000. 9.3 Termination by Mutual Consent. This Agreement may be terminated prior to the First Closing upon the mutual written agreement of the parties. 9.4 Rights on Termination. If this Agreement is terminated by either party due to any other party's breach of any provision of this Agreement, the terminating party shall have all rights and remedies available at law or equity. Article 10 Miscellaneous 10.1 Fees and Expenses. Each party shall pay its own expenses incurred in connection with the authorization, preparation, execution, and performance of this Agreement, including all fees and expenses of counsel, accountants, agents, and representatives, and each party shall be responsible for all fees or commissions payable to any finder, broker, advisor, or similar Person retained by or on behalf of such party. 10.2 Notices. All notices required or permitted to be given under the provisions of this Agreement shall be in writing and shall be addressed as follows: 21 If to Winter Harbor: Winter Harbor, L.L.C. c/o First Media, L.P. 11400 Skipwith Lane Potomac, Maryland 20854 Attention: Ralph W. Hardy, Jr. Telecopier: (301) 983-2425 with copies (which shall not constitute notice hereunder) to: Dow, Lohnes & Albertson, PLLC 1200 New Hampshire Avenue, N.W. Suite 800 Washington, D.C. 20036 Attention: David D. Wild Telecopier: (202) 776-2222 If to Red Cube: Red Cube International AG. Bahnhofstrasse 10 CH-6300 Zug (Switzerland) Attention: Niklaus F. Zenger, Chief Executive Officer Telecopier: 411-500-5000 with a copy (which shall not constitute notice hereunder) to: Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: George White Telecopier: (212) 558-3588 or to any other or additional Persons and addresses as the parties may from time to time designate in a writing delivered in accordance with this Section 10.2. Any notice shall be deemed to have been given on the day on which it is received (or, if such day is not a Business Day or if the notice is not received during normal business hours at the place of receipt, on the next following Business Day). A notice mailed by registered or certified mail, postage prepaid and return receipt requested, shall be deemed to have been received on the date of receipt shown on the return receipt. 10.3 Benefit and Binding Effect. Neither party hereto may assign this Agreement without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 10.4 Further Assurances. The parties shall take any actions and execute any other documents that may be necessary or desirable to the implementation and consummation of this Agreement. 10.5 GOVERNING LAW. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of New York (without regard to the choice of law provisions thereof). 22 10.6 Jurisdiction; Service of Process. (a) Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this agreement must be brought against any of the parties in the courts of the State of New York. Each party (a) hereby irrevocably submits to the jurisdiction of the state courts of the State of New York and to the jurisdiction of any United States District Court in the State of New York, for the purpose of any suit, action, or other proceeding arising out of or based upon this agreement or the subject matter hereof brought by any party or its successors or assigns and (b) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action, or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action, or proceeding is improper or that this agreement or the subject matter hereof may not be enforced in or by such court, and (c) hereby waives and agrees not to seek any review by any court of any other jurisdiction that may be called upon to grant an enforcement of the judgment of any such New York state or federal court. (b) Process in any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this agreement may be served on any party anywhere in the world. Each party hereby consents to service of process by registered mail at the address to which notices are to be given. Red Cube further agrees that any service of process, writ, judgment or other notice of legal process shall be deemed and held in every respect to be effectively served upon it in connection with proceedings in the State of New York, if delivered to Red Cube, Inc., a Delaware corporation, the offices of which are currently located at 75 Broad Street, New York, NY 10004, which Red Cube irrevocably designates and appoints as its authorized agent for the service of process in the courts in the State of New York. Winter Harbor further agrees that any service of process, writ, judgment or other notice of legal process shall be deemed and held in every respect to be effectively served upon it in connection with proceedings in the State of New York, if delivered to CT Corporation System, the offices of which are currently located at 111 8th Avenue, New York, NY 11011, which Winter Harbor irrevocably designates and appoints as its authorized agent for the service of process in the courts in the State of New York. Nothing herein shall affect the right of Winter Harbor to serve process in any other manner permitted by applicable law. Red Cube further agrees that final judgment against it in any such action or proceeding arising out of or relating to this agreement shall be conclusive and may be enforced in any other jurisdiction within or outside the United States of America by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and of the amount of its liability. The third and fourth sentences of this paragraph (b) shall terminate and be of no force or effect two years after the Second Closing. 10.7 Entire Agreement. This Agreement, the Schedules and Exhibits hereto, and all certificates and other documents to be delivered by the parties pursuant hereto, collectively represent the entire understanding and agreement between Red Cube and Winter Harbor with respect to the subject matter of this Agreement. This Agreement supersedes all prior negotiations among the parties and cannot be amended, supplemented, or changed except by an agreement in writing that makes specific reference to this Agreement and that is signed by the party against which enforcement of any such amendment, supplement, or modification is sought. 23 10.8 Amendments; Waiver of Compliance; Consents. This Agreement may not be amended, altered, or modified except by a writing signed by both parties to this Agreement. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of either party hereto, such consent shall be given in a written instrument signed by the party granting such consent. 10.9 Counterparts. This Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. 10.10 Survival. All agreements, representations, and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby. 10.11 Severability. If any provision of this Agreement is held invalid or unenforceable by a final determination of any court of competent jurisdiction, the other provisions of this Agreement shall remain in full force and effect. If any provision of this Agreement, or the application thereof to any person or entity or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and (b) the remainder of this Agreement and the application of such provision to other persons, entities, or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. 10.12 Judgment Currency. This is an international transaction in which the specification of United States dollars is of the essence, and such currency shall be the currency of account in all events. The payment obligations of Red Cube hereunder shall not be discharged by an amount paid in another currency, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to United States dollars under normal banking procedures does not yield the amount of United States dollars then due. 10.13 Disputed Matters. (a) Mediation. In the event of any dispute between one or more parties to this Agreement that arises out of or relates to this Agreement, any party involved in the dispute may elect to initiate mediation pursuant to the Commercial Mediation Rules of the American Arbitration Association (or any organization successor thereto) ("AAA"). The parties involved in the dispute will cooperate with the AAA and with one another in the appointment of a mediator and in scheduling the mediation proceedings. Unless otherwise agreed by the parties involved in the dispute, the first mediation session shall be held no later than thirty days after the date of filing the written request for mediation, and the memorandum provided for under Rule 9 of the Commercial Mediation Rules shall be provided to the mediator at least five Business Days prior to the first mediation session. All offers, promises, conduct, and statements, whether oral 24 or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator or any AAA employees, shall be confidential and inadmissible for any purposes, including impeachment, in any arbitration or other proceeding involving the parties, but evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Mediation under this Section 10.13(a) may continue after the commencement of arbitration pursuant to Section 10.13(b) if the parties involved so agree. Unless otherwise agreed by the parties involved in the dispute, the mediator shall be disqualified from serving as arbitrator in the case. (b) Arbitration. If a dispute between one or more parties to this Agreement that arises out of or relates to this Agreement is not resolved through mediation pursuant to Section 10.13(a), then, at any time more than thirty days after the first mediation session, any party involved in the dispute may initiate arbitration with respect to the matters submitted to mediation by giving notice to that effect to the other party or parties involved in the dispute and by filing the notice with the AAA in accordance with the Commercial Arbitration Rules. Such dispute shall then be settled by arbitration in New York, New York, in accordance with the Commercial Arbitration Rules of the AAA or other rules agreed to by the parties involved in the dispute, by a single arbitrator, who shall be selected by the parties involved in the dispute using the procedures for arbitrator selection of the AAA. (c) United States Arbitration Act. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Insofar as it applies, the United States Arbitration Act shall govern the interpretation of, enforcement of, and proceedings pursuant to the arbitration clause in this Agreement. Except insofar as the United States Arbitration Act applies to such matters, the agreement to arbitrate set forth in this Section 10.13 shall be construed, and the legal relations among the parties shall be determined in accordance with, the substantive laws of the State of New York as provided for in Section 10.5 of this Agreement. (d) Decision and Award. The arbitrator shall render his written decision and award, including a statement of reasons upon which such award is based, within thirty days after the arbitration hearing. The decision of the arbitrator shall be in writing and shall be binding upon the parties involved in the dispute, final and non-appealable. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof in accordance with Section 10.6(a). (e) Exclusivity of Arbitration. Except as provided under the United States Arbitration Act, no action at law or in equity based upon any dispute that is subject to arbitration under this Section 10.13 shall be instituted. (f) Fees and Expenses. All expenses of any arbitration pursuant to this Section 10.13, including fees and expenses of the parties' attorneys, fees and expenses of the arbitrator, and fees and expenses of any witness or the cost of any proof produced at the request of the arbitrator, shall be shared equally by the parties. 10.14 Assignments; Successors; No Third-Party Rights. Neither party may assign any of its rights and/or obligations under this Agreement to any other party, and any such attempted 25 assignment or transfer shall be void; provided, however, that Red Cube may assign or transfer any of its rights and/or obligations under this Agreement to any Affiliate of Red Cube with the prior consent of Winter Harbor, which consent shall not be unreasonably withheld or delayed. This Agreement shall apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement shall be construed to give any Person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns. Article 11 Indemnification 11.1 Indemnification and Payment of Damages by Winter Harbor. Winter Harbor agrees to indemnify and hold harmless Red Cube and its representatives (collectively, the "Red Cube Indemnified Persons"), for, and shall pay to the Red Cube Indemnified Persons the amount of, any loss, liability, claim, damage or expense (including costs of investigation and defense and reasonable attorneys' fees), on an actual after-tax basis, whether or not involving a third-party claim (collectively, "Damages"), arising or resulting from or in connection with: (a) any Breach of any representation or warranty (determined without regard to any materiality limitation contained in any such representation or warranty), made by Winter Harbor in this Agreement; (b) any Breach by Winter Harbor of any covenant or obligation of Winter Harbor in this Agreement or any covenant or obligation of Winter Harbor in this Agreement to be performed or complied with prior to the Closing; (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Winter Harbor (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement. 11.2 Indemnification and Payment of Damages by Red Cube. Red Cube agrees to indemnify and hold harmless Winter Harbor and its representatives (collectively, the "Winter Harbor Indemnified Persons") for, and shall pay to such Winter Harbor Indemnified Persons the Damages, arising or resulting from or in connection with: (a) any Breach of any representation or warranty (determined without regard to any materiality limitation contained in any such representation or warranty), made by Red Cube in this Agreement; (b) any Breach by Red Cube of any covenant or obligation of Red Cube in this Agreement or any covenant or obligation of Red Cube in this Agreement to be performed or complied with prior to the Closing; 26 (c) any claim by any Person for brokerage or finder's fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Red Cube (or any Person acting on its behalf) in connection with any of the transactions contemplated by this Agreement. 27 IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written. Winter Harbor, L.L.C. By: First Media, L.P., its member By: First Media Corporation, its general partner /s/ Ralph Hardy Jr. Name: Ralph Hardy Jr. Title: Secretary and Principal Executive Officer Red Cube International AG By: /s/ Niklaus F. Zenger Name: Niklaus F. Zenger Title: Chief Executive Officer KPR Finanz-Und Verwaltungs AG By: /s/ Niklaus F. Zenger Name: Niklaus F. Zenger Title: Chief Executive Officer 28 Exhibit A to the Securities Purchase Agreement EXHIBIT A SECURITIES 1. First Closing Securities: 4,400 shares of Series M Preferred Stock Promissory Notes, in the aggregate principal amount of $7,768,000, dated January 26, 1998, February 23, 1998, March 3, 1998, March 24, 1998, May 13, 1998, May 29, 1998, and June 8, 1998, together with all rights relating thereto under the I-Link Loan Documents Warrants to purchase 800,000 shares of I-Link common stock, pursuant to a Warrant Agreement dated as of June 6, 1997, between Winter Harbor and Medcross, Inc., a Florida corporation and predecessor to I-Link, as amended by a First Amendment thereto dated as of August 18, 1997 and an Agreement dated as of April 14, 1998, between I-Link and Winter Harbor Series A Warrants to purchase 2,500,000 shares of I-Link common stock, pursuant to a Warrant Agreement dated as of October 10, 1997, between Winter Harbor and Medcross, Inc., a Florida corporation and predecessor to I-Link, as amended by an Agreement dated as of April 14, 1998, between I-Link and Winter Harbor Series B Warrants to purchase 2,500,000 shares of I-Link common stock, pursuant to a Warrant Agreement dated as of October 10, 1997, between Winter Harbor and Medcross, Inc., a Florida corporation and predecessor to I-Link, as amended by an Agreement dated as of April 14, 1998, between I-Link and Winter Harbor Series C Warrants to purchase 5,000,000 shares of I-Link common stock, pursuant to a Warrant Agreement dated as of October 10, 1997, between Winter Harbor and Medcross, Inc., a Florida corporation and predecessor to I-Link, as amended by an Agreement dated as of April 14, 1998, between I-Link and Winter Harbor Series K Warrants to purchase 8,000,000 shares of I-Link common stock, pursuant to a Series K Warrant Agreement dated as of January 15, 1999, between Winter Harbor and I-Link 2. Second Closing Securities: 14,404 shares Series N Preferred Stock Series D Warrants to purchase 1,734,000 shares of I-Link common stock, pursuant to a Series D, E, F, G, H, I and J Warrant Agreement dated as of January 15, 1999, between Winter Harbor and I-Link A-1 Series E Warrants to purchase 953,500 shares of I-Link common stock, pursuant to a Series D, E, F, G, H, I and J Warrant Agreement dated as of January 15, 1999, between Winter Harbor and I-Link Series F Warrants to purchase 1,229,000 shares of I-Link common stock, pursuant to a Series D, E, F, G, H, I and J Warrant Agreement dated as of January 15, 1999, between Winter Harbor and I-Link Series G Warrants to purchase 1,083,500 shares of I-Link common stock, pursuant to a Series D, E, F, G, H, I and J Warrant Agreement dated as of January 15, 1999, between Winter Harbor and I-Link Series H Warrants to purchase 609,000 shares of I-Link common stock, pursuant to a Series D, E, F, G, H, I and J Warrant Agreement dated as of January 15, 1999, between Winter Harbor and I-Link Series I Warrants to purchase 475,020 shares of I-Link common stock, pursuant to a Series D, E, F, G, H, I and J Warrant Agreement dated as of January 15, 1999, between Winter Harbor and I-Link Series J Warrants to purchase 655,980 shares of I-Link common stock, pursuant to a Series D, E, F, G, H, I and J Warrant Agreement dated as of January 15, 1999, between Winter Harbor and I-Link Series K Warrants to purchase 3,000,000 shares of I-Link common stock, pursuant to a Series K Warrant Agreement dated as of January 15, 1999, between Winter Harbor and I-Link A-2 Exhibit B to the Securities Purchase Agreement [Form OF OPTION AGREEMENT I] STOCK OPTION AGREEMENT, dated as of [Date of First Closing] August ~, 2000 (this "Agreement"), between Red Cube International AG, an Aktiengesellschaft organized under the laws of Switzerland ("Issuer"), and Winter Harbor L.L.C., a Delaware limited liability company (including any assigns under the terms of Section 15 hereof, "Grantee"). RECITALS WHEREAS Issuer, Grantee, and KPR Finanz-Und Verwaltungs AG, an Aktiengesellschaft organized under the laws of Switzerland, have entered into a Securities Purchase Agreement, dated as of August ~, 2000 (the "Securities Purchase Agreement"), pursuant to which Grantee has sold to Issuer all securities of I-Link Incorporated, a Florida corporation, listed on Exhibit A to the Securities Purchase Agreement; and WHEREAS as a condition and inducement to Grantee's entering into the Securities Purchase Agreement and in partial consideration for the sale of securities thereunder, Issuer has agreed to grant Grantee the Option (as defined below). NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and in the Securities Purchase Agreement, the parties hereto agree as follows: Capitalized Terms. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement. 1. The Option. Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to 52,499 fully paid and non-assessable shares ("Option Shares") of Issuer's ordinary shares ("the Ordinary Shares") in Swiss francs at a price per share equal to $190.48 multiplied by the Swiss frank to United States dollar exchange rate as published in the Neue Zuriche Zeitung on the First Closing Date (subject to adjustment in accordance with Section 13, the "Option Price"); 2. Exercise; Termination. Grantee may exercise the Option, in whole or in part (but if such exercise is in part, then it shall be for no less than 1,000 Ordinary Shares of the Issuer), by giving a written notice thereof as provided in Section 4 at any time and from time to time. The Option shall terminate upon the tenth anniversary of the date hereof. B-1 3. Notice of Exercise by Grantee; Closing. If Grantee shall be entitled to then, each and every time it wishes to exercise the Option, it shall send to Issuer a written notice (an "Exercise Notice" and the date of which is referred to herein as the "Notice Date") specifying (i) the total amount payable to Issuer on the exercise of the Option in respect of the Option Shares and (ii) a date (the "Closing Date" with respect to each exercise of the Option) not earlier than five Business Days nor later than 20 Business Days from the Notice Date for the closing of such purchase (the "Closing" with respect to each exercise of the Option); provided, that if a filing, prior notification, to or application for approval of any regulatory authority in the U.S., Europe or elsewhere is required in connection with such purchase, Grantee and Issuer, as required, promptly after the giving of the Exercise Notice shall file any and all required notices, applications or other documents necessary for approval and shall expeditiously process the same and in such event the period of time referred to in clause (ii) shall commence on the date on which Grantee furnishes to Issuer a supplemental written notice setting forth the Closing Date, which notice shall be furnished as promptly as practicable after all required notification periods shall have expired or been terminated and all required approvals shall have been obtained and all requisite waiting periods shall have passed. Each of Grantee and the Issuer agrees to use its best reasonable efforts to cooperate with and provide information to Issuer or Grantee, as the case may be, with respect to any required filing, notice or application for approval to such regulatory authority. 4. Payment of Purchase Price. At each Closing, Grantee shall pay to Issuer the aggregate Option Price for the Option Shares to be purchased at such Closing in immediately available funds by a wire transfer to a bank account designated by Issuer; provided, that failure or refusal of Issuer to designate such a bank account shall not preclude Grantee from exercising the Option. Delivery of Issuer's Ordinary Shares. At each Closing, Issuer shall deliver to Grantee in Zurich, Switzerland, or if the Grantee is not willing or able to accept such delivery in Zurich, Switzerland then to the Grantee's appointed depositary, agent or custodian located in Zurich, Switzerland (only if such appointment is in writing) a certificate or certificates representing the number of Option Shares purchased by Grantee at such Closing. If at the time of issuance of the Option Shares hereunder, Issuer shall have issued any rights or other securities which are attached to or otherwise associated with its Option Shares that apply to the class of securities as a whole to which Option Shares belong, then each Option Share shall also represent such rights or other securities with terms substantially the same as, and at least as favorable to Grantee as, are provided under any shareholder rights agreement or similar agreement of Issuer then in effect. 5. Conditions to Issuer's Obligation to Deliver the Ordinary Shares. The obligation of the Issuer to deliver the Option Shares pursuant to Section 6 is subject to Grantee's option prior to such delivery of each of the following conditions: (a) the Option Price must have been fully paid by Grantee; B-2 (b) the Grantee shall have produced evidence that it has paid all taxes and fees required to be paid by the Grantee under Section 9 of this Agreement; and (c) if the Closing occurs within six months following the Issuer's initial public offering, the Grantee shall have entered into and be subject to the terms of the Pool Contract substantially in the form of Exhibit A attached hereto (the "Pool Contract"), which agreement in any event shall be no more restrictive than the agreements entered into by the other shareholders of Red Cube as of the date hereof. Resale Restriction. The Grantee will not sell or transfer any Option Shares or other securities acquired by Grantee upon exercise of the Option except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or in a transaction exempt from registration under the Securities Act. Each certificate for Ordinary Shares delivered at the Closing may be endorsed with a restrictive legend that shall read substantially as follows: "The transfer of the shares represented by this certificate is subject to resale restrictions arising under the Securities Act of 1933, as amended." It is understood and agreed that the above legend shall be removed by delivery of substitute certificate(s) without such reference if Grantee shall have delivered to Issuer a copy of a letter from the staff of the Securities and Exchange Commission, or a written opinion of counsel, in form and substance reasonably satisfactory to Issuer, to the effect that such legend is not required for purposes of the Securities Act. In addition, such certificate or certificates shall bear any other legend as may be required by applicable law. Ownership of Record; Expenses. Upon each Closing the Issuer shall record the acquisition of the Option Shares purchased at such Closing to its share register and thereafter Grantee shall be deemed to be the holder of record of the Options Shares issuable upon such exercise. Grantee shall pay all taxes and other expenses that may be payable in connection with the preparation, issuance and delivery of stock certificates in the name of any person other than Grantee. Issuer shall pay all other expenses associated with any such exercise. Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees: (a) not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by Issuer; and B-3 (b) promptly after the date hereof to take all actions as may from time to time be required in the event that prior filing with, notification to or approval of any other regulatory authority in the U.S., Switzerland or elsewhere is necessary before the Option may be exercised, cooperating fully with Grantee in preparing and processing the required filings, notices or applications in order to permit Grantee to exercise the Option, to purchase Option Shares pursuant to such exercise. Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Shares Reserved for Issuance; Capital Stock. The Option Shares issuable in accordance with the terms of this Agreement have been duly reserved for issuance by Issuer and upon any issuance of such shares in accordance with the terms hereof, such Option Shares will be duly authorized, validly issued, fully paid and non-assessable, and will be delivered free and clear of any lien, pledge, security interest, claim or other encumbrance (other than those created by this Agreement) and not subject to any preemptive rights. (b) Corporate Authority. Issuer has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of Issuer, and, assuming the due authorization, execution and delivery of this Agreement by Grantee, this Agreement constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Absence of Conflicting Agreements; Consents. To the knowledge of Issuer, the execution, delivery, and performance by this Agreement (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with any provision of any corporate organizational documents of Issuer, each as currently in effect; (c) will not conflict with, result in a breach of, or constitute a default under any Legal Requirement; and (d) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license or permit to which Issuer is a party or by which Issuer may be bound. B-4 Representations and Warranties of Grantee. Grantee hereby represents and warrants to Issuer that Grantee has all requisite limited liability company power and authority and has taken all limited liability company action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement have been duly authorized by all necessary limited liability company action on the part of Grantee, and, assuming the due authorization, execution and delivery of this Agreement by Issuer, constitutes a valid and binding agreement of Grantee enforceable against Grantee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. Adjustments. In the event of any change in the securities constituting the Option Shares by reason of stock dividends, splits, combinations, subdivisions or reclassifications, mergers, recapitalizations, extraordinary dividends or distributions, exchanges of shares or the like, the type and number of Option Shares purchasable upon exercise of the Option and the Option Price per Option Share as applicable, shall be appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) Grantee shall be entitled to receive upon exercise of the Option the number and class of shares, other securities, property or cash that Grantee would have received in respect of the remaining number of Option Shares purchasable upon exercise of the Option if the Option had been exercised and such Option Shares had been issued to Grantee immediately prior to such event or the record date therefor, as applicable. Registration Rights. Any registration rights with regard to the Option Shares shall be determined pursuant to a Registration Rights Agreement substantially in the form of Exhibit 4 to the Securities Purchase Agreement. Assignment. This Agreement and all rights hereunder are transferable, in whole or in part, by the Grantee, only upon the prior written agreement of any such transferee to assume Grantee's obligations under this Agreement. Filings; Other Actions. Each of Grantee and Issuer will use its best efforts to make all filings with, notices to and applications for approval of, and to obtain consents of, all third parties and governmental authorities necessary for the consummation of the transactions contemplated by this Agreement. Specific Performance. The parties hereto acknowledge that damages would be an inadequate remedy for a breach of this Agreement by either party hereto and that the obligations of the parties hereto shall be specifically enforceable through injunctive or other equitable relief. B-5 Severability; Etc. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision unless the substitution of such provision would materially frustrate the express intent and purposes of this Agreement, and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If for any reason a court or regulatory agency determines that Grantee is not permitted to acquire pursuant to this Agreement the full number of Option Shares provided in Section 2 hereof (as adjusted pursuant to Section 13 hereof) , it is the express intention of Issuer to allow Grantee to acquire such lesser number of Option Shares as may be permissible, without any amendment or modification hereof. Notices. All notices required or permitted to be given under the provisions of this Agreement shall be in writing and shall be addressed as follows: If to Grantee: Winter Harbor, L.L.C. c/o First Media, L.P. 11400 Skipwith Lane Potomac, Maryland 20854 Attention: Ralph W. Hardy, Jr. Telecopier: (301) 983-2425 with copies (which shall not Dow, Lohnes & Albertson, PLLC constitute notice hereunder) to: 1200 New Hampshire Avenue, N.W. Suite 800 Washington, D.C. 20036 Attention: David D. Wild Telecopier: (202) 776-2222 If to Issuer: Red Cube International AG. Bahnhofstrasse 10 CH-6300 Zug (Switzerland) Attention: Niklaus F. Zenger, Chief Executive Officer Telecopier: 411-500-5000 with a copy (which shall not constitute notice Sullivan & Cromwell hereunder) to: 125 Broad StreetNew York, New York 10004 Attention: George White Telecopier: (212) 558-3588 B-6 or to any other or additional Persons and addresses as the parties may from time to time designate in a writing delivered in accordance with this Section 19. Any notice shall be deemed to have been given on the day on which it is received (or, if such day is not a Business Day or if the notice is not received during normal business hours at the place of receipt, on the next following Business Day). A notice mailed by registered or certified mail, postage prepaid and return receipt requested, shall be deemed to have been received on the date of receipt shown on the return receipt. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of Switzerland and any disputes arising under or in connection with it, shall exclusively be resolved by the courts of Zurich, Switzerland. Expenses. Except as otherwise expressly provided herein or in the Securities Purchase Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expense. Entire Agreement, Etc. This Agreement and the Securities Purchase Agreement (including any exhibits thereto), constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties with respect to the subject matter hereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. This Agreement is not intended to confer upon any Person, other than the parties hereto, and their respective successors and permitted assigns, any rights or remedies hereunder. B-7 IN WITNESS WHEREOF, Winter Harbor and Red Cube have caused this Agreement to be duly executed and delivered on the day and year first above written. Winter Harbor, L.L.C. By: First Media, L.P., its member By: First Media Corporation, its general partner ----------------------------- Name: Title: Red Cube International AG ----------------------------- Name: Title: B-8 Exhibit A to Option Agreement I [Form of Pool Contract] Winter Harbor L.L.C., c/o First Media, L.P. 11400 Skipwith Lane, Potomac, Maryland 20854 "Obligee" and KPR Finanz- und Verwaltungs AG, c/o Marks Dudler Baarestraasse 104, CH-6300 Zug "Beneficiary" agree as follows: Preamble The Beneficiary is shareholder of Red Cube International AG, Bahnhofstrasse 10, 6300 Zug, Switzerland (former CyberOffice International AG, Grafenauweg 6, 6300 Zug, hereinafter referred to as "Red Cube"). The Obligee has acquired shares (in words, "shares") in Red Cube pursuant to the Option Agreement. These and all other Red Cube shares of the Obligee shall be included by this Agreement. 1. Preemptive Right The Beneficiary has a preemptive right to the shares described in the Preamble. Accordingly, should the shares be sold, either singly or totally, the Beneficiary shall then have the right to enter into the contract under the same conditions as freely stipulated between the Obligee and the third party. Should the Beneficiary not enter into the contract, then the Obligee must bind the buyer to the same conditions as the Obligee has under this Pool Contract. Every further transfer of the shares be it with or without remuneration, which is not considered a sale, such as, but not limited to, gifts, exchange deals, or similar contracts, but excluding transfers to "Affiliates" as defined in the Securities Purchase Agreement, dated as of August ~, 2000 between the Obligee, Red Cube and Beneficiary, to be offered to the Beneficiary at cost, including the usual interest. Should the Obligee not apply for all of the shares available to him when the share capital is increased, then the Beneficiary is entitled to the Obligee's subscription right free of charge. The Obligee is obliged to inform the Beneficiary of each of the previously named rights within five working days and the Beneficiary has to state within five further working days whether it wishes to exercise the right in question. All statements to Beneficiary must be timely received by Beat Marfurt, Notary, Spitalgasse 9, CH-3001 Bern, Tel. +41 31 311 29 03, Fax +41 31 311 29 66. B-9 2. Shareholder Votes The Obligee shall cast his votes according to the Beneficiary's instructions and herewith transfers his voting rights to the Beneficiary. If needed the Obligee shall authorise formally and expressively the Beneficiary to vote on the Obligee's behalf. On first demand the Obligee shall agree to all legal steps necessary for voting (e.g. agree to release the shares from the deposit for voting). 3. Lock-Up in the case of an IPO In the case of the IPO of Red Cube, the Obligee agrees to adhere to the so-called Lock-up rules of the concerned stock exchange (e.g. sale restrictions during a certain period of time, not to extend beyond the duration of this Pool Contract) and those of the emitting bank (i.e. underwriters) as well as those of Red Cube and to facilitate establishing this as necessary (providing statements, deposits, etc.) on first demand. If Red Cube shares must be deposited with the emitting bank for the duration of the Lock-up, then the Obligee shall deliver his shares within 10 days to such deposit. Notwithstanding the above-mentioned, Red Cube and the emitting bank can in compliance with the relevant stock exchange rules allow previous shareholders (including the Obligee) to sell their stock at or after the IPO, provided that each shareholder shall enjoy the same rights. If instead of the IPO a sale by KPR or Family Zenger of all their shares in Red Cube without simultaneous IPO would take place (a Trade Sale), the Beneficiary is entitled and obliged to sell the shares of the Obligee with the same conditions as his own. For such purpose the Obligee shall agree to all legal steps necessary on first demand. 4. Duration This Pool Contract and all arrangements (lock-ups, deposits, etc.) pursuant to the Pool Contract, shall terminate no later than six months following the IPO of Red Cube. 5. Change of share capital All of the above-mentioned, in particular the preemptive right and shareholder voting stipulation, automatically apply to any acquisition of the shares stated in the preamble and in particular to the acquisition of shares resulting from an increase in share capital. 6. Facsimile Signature The parties agree that a facsimile signature is equally authentic to the original signature. 7. Applicable Law and Jurisdiction Swiss Law shall apply to this Shareholder Agreement. Any suit arising under this Shareholder Agreement will only be brought in the courts of Zurich, Switzerland. B-10 ................... ............................... (place and date) (Obligee) ................... ............................... (place and date) (Beneficiary - KPR) B-11 Exhibit C to the Securities Purchase Agreement [FORM OF OPTION AGREEMENT II] STOCK OPTION AGREEMENT, dated as of [Date of First Closing] August ~, 2000 (this "Agreement"), between Red Cube International AG, an Aktiengesellschaft organized under the laws of Switzerland ("Issuer"), and Winter Harbor L.L.C., a Delaware limited liability company (including any assigns under the terms of Section 15 hereof, "Grantee"). RECITALS WHEREAS Issuer, Grantee, and KPR Finanz-Und Verwaltungs AG, an Aktiengesellschaft organized under the laws of Switzerland, have entered into a Securities Purchase Agreement, dated as of August ~, 2000 (the "Securities Purchase Agreement"), pursuant to which Grantee has sold to Issuer all securities of I-Link Incorporated, a Florida corporation, listed on Exhibit A to the Securities Purchase Agreement; and WHEREAS as a condition and inducement to Grantee's entering into the Securities Purchase Agreement and in partial consideration for the sale of securities thereunder, Issuer has agreed to grant Grantee the Option (as defined below). NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein and in the Securities Purchase Agreement, the parties hereto agree as follows: 1. Capitalized Terms. Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement. 2. The Option. Issuer hereby grants to Grantee an unconditional, irrevocable option (the "Option") to purchase, subject to the terms hereof, up to 58,333 fully paid and non-assessable shares ("Option Shares") of Issuer's ordinary shares ("the Ordinary Shares") in Swiss francs at a price per share equal to $171.43 multiplied by the Swiss frank to United States dollar exchange rate as published in the Neue Zuriche Zeitung on the First Closing Date (subject to adjustment in accordance with Section 13, the "Option Price"); 3. Exercise; Termination. Grantee may exercise the Option, in whole or in part (but if such exercise is in part, then it shall be for no less than 1,000 Ordinary Shares of the Issuer), by giving a written notice thereof as provided in Section 4 at any time and from time to time. The Option shall terminate upon the tenth anniversary of the date hereof. C-1 4. Notice of Exercise by Grantee; Closing. If Grantee shall be entitled to then, each and every time it wishes to exercise the Option, it shall send to Issuer a written notice (an "Exercise Notice" and the date of which is referred to herein as the "Notice Date") specifying (i) the total amount payable to Issuer on the exercise of the Option in respect of the Option Shares and (ii) a date (the "Closing Date" with respect to each exercise of the Option) not earlier than five Business Days nor later than 20 Business Days from the Notice Date for the closing of such purchase (the "Closing" with respect to each exercise of the Option); provided, that if a filing, prior notification, to or application for approval of any regulatory authority in the U.S., Europe or elsewhere is required in connection with such purchase, Grantee and Issuer, as required, promptly after the giving of the Exercise Notice shall file any and all required notices, applications or other documents necessary for approval and shall expeditiously process the same and in such event the period of time referred to in clause (ii) shall commence on the date on which Grantee furnishes to Issuer a supplemental written notice setting forth the Closing Date, which notice shall be furnished as promptly as practicable after all required notification periods shall have expired or been terminated and all required approvals shall have been obtained and all requisite waiting periods shall have passed. Each of Grantee and the Issuer agrees to use its best reasonable efforts to cooperate with and provide information to Issuer or Grantee, as the case may be, with respect to any required filing, notice or application for approval to such regulatory authority. 5. Payment of Purchase Price. At each Closing, Grantee shall pay to Issuer the aggregate Option Price for the Option Shares to be purchased at such Closing in immediately available funds by a wire transfer to a bank account designated by Issuer; provided, that failure or refusal of Issuer to designate such a bank account shall not preclude Grantee from exercising the Option. 6. Delivery of Issuer's Ordinary Shares. At each Closing, Issuer shall deliver to Grantee in Zurich, Switzerland, or if the Grantee is not willing or able to accept such delivery in Zurich, Switzerland then to the Grantee's appointed depositary, agent or custodian located in Zurich, Switzerland (only if such appointment is in writing) a certificate or certificates representing the number of Option Shares purchased by Grantee at such Closing. If at the time of issuance of the Option Shares hereunder, Issuer shall have issued any rights or other securities which are attached to or otherwise associated with its Option Shares that apply to the class of securities as a whole to which Option Shares belong, then each Option Share shall also represent such rights or other securities with terms substantially the same as, and at least as favorable to Grantee as, are provided under any shareholder rights agreement or similar agreement of Issuer then in effect. 7. Conditions to Issuer's Obligation to Deliver the Ordinary Shares. The obligation of the Issuer to deliver the Option Shares pursuant to Section 6 is subject to Grantee's option prior to such delivery of each of the following conditions: (a) the Option Price must have been fully paid by Grantee; C-2 (b) the Grantee shall have produced evidence that it has paid all taxes and fees required to be paid by the Grantee under Section 9 of this Agreement; and (c) if the Closing occurs within six months following the Issuer's initial public offering, the Grantee shall have entered into and be subject to the terms of the Pool Contract substantially in the form of Exhibit A attached hereto (the "Pool Contract"), which agreement in any event shall be no more restrictive than the agreements entered into by the other shareholders of Red Cube as of the date hereof. 8. Resale Restriction. The Grantee will not sell or transfer any Option Shares or other securities acquired by Grantee upon exercise of the Option except pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), or in a transaction exempt from registration under the Securities Act. Each certificate for Ordinary Shares delivered at the Closing may be endorsed with a restrictive legend that shall read substantially as follows: "The transfer of the shares represented by this certificate is subject to resale restrictions arising under the Securities Act of 1933, as amended." It is understood and agreed that the above legend shall be removed by delivery of substitute certificate(s) without such reference if Grantee shall have delivered to Issuer a copy of a letter from the staff of the Securities and Exchange Commission, or a written opinion of counsel, in form and substance reasonably satisfactory to Issuer, to the effect that such legend is not required for purposes of the Securities Act. In addition, such certificate or certificates shall bear any other legend as may be required by applicable law. 9. Ownership of Record; Expenses. Upon each Closing the Issuer shall record the acquisition of the Option Shares purchased at such Closing to its share register and thereafter Grantee shall be deemed to be the holder of record of the Options Shares issuable upon such exercise. Grantee shall pay all taxes and other expenses that may be payable in connection with the preparation, issuance and delivery of stock certificates in the name of any person other than Grantee. Issuer shall pay all other expenses associated with any such exercise. 10. Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees: (a) not to avoid or seek to avoid (whether by charter amendment or through reorganization, consolidation, merger, issuance of rights, dissolution or sale of assets, or by any other voluntary act) the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by Issuer; and C-3 (b) promptly after the date hereof to take all actions as may from time to time be required in the event that prior filing with, notification to or approval of any other regulatory authority in the U.S., Switzerland or elsewhere is necessary before the Option may be exercised, cooperating fully with Grantee in preparing and processing the required filings, notices or applications in order to permit Grantee to exercise the Option, to purchase Option Shares pursuant to such exercise. 11. Representations and Warranties of Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Shares Reserved for Issuance; Capital Stock. The Option Shares issuable in accordance with the terms of this Agreement have been duly reserved for issuance by Issuer and upon any issuance of such shares in accordance with the terms hereof, such Option Shares will be duly authorized, validly issued, fully paid and non-assessable, and will be delivered free and clear of any lien, pledge, security interest, claim or other encumbrance (other than those created by this Agreement) and not subject to any preemptive rights. (b) Corporate Authority. Issuer has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of Issuer, and, assuming the due authorization, execution and delivery of this Agreement by Grantee, this Agreement constitutes a valid and binding agreement of Issuer enforceable against Issuer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (c) Absence of Conflicting Agreements; Consents. To the knowledge of Issuer, the execution, delivery, and performance by this Agreement (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with any provision of any corporate organizational documents of Issuer, each as currently in effect; (c) will not conflict with, result in a breach of, or constitute a default under any Legal Requirement; and (d) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license or permit to which Issuer is a party or by which Issuer may be bound. C-4 12. Representations and Warranties of Grantee. Grantee hereby represents and warrants to Issuer that Grantee has all requisite limited liability company power and authority and has taken all limited liability company action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement have been duly authorized by all necessary limited liability company action on the part of Grantee, and, assuming the due authorization, execution and delivery of this Agreement by Issuer, constitutes a valid and binding agreement of Grantee enforceable against Grantee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. 13. Adjustments. In the event of any change in the securities constituting the Option Shares by reason of stock dividends, splits, combinations, subdivisions or reclassifications, mergers, recapitalizations, extraordinary dividends or distributions, exchanges of shares or the like, the type and number of Option Shares purchasable upon exercise of the Option and the Option Price per Option Share as applicable, shall be appropriately adjusted, and proper provision shall be made in the agreements governing any such transaction, so that (i) Grantee shall be entitled to receive upon exercise of the Option the number and class of shares, other securities, property or cash that Grantee would have received in respect of the remaining number of Option Shares purchasable upon exercise of the Option if the Option had been exercised and such Option Shares had been issued to Grantee immediately prior to such event or the record date therefor, as applicable. 14. Registration Rights. Any registration rights with regard to the Option Shares shall be determined pursuant to a Registration Rights Agreement substantially in the form of Exhibit 4 to the Securities Purchase Agreement. 15. Assignment. This Agreement and all rights hereunder are transferable, in whole or in part, by the Grantee, only upon the prior written agreement of any such transferee to assume Grantee's obligations under this Agreement. 16. Filings; Other Actions. Each of Grantee and Issuer will use its best efforts to make all filings with, notices to and applications for approval of, and to obtain consents of, all third parties and governmental authorities necessary for the consummation of the transactions contemplated by this Agreement. 17. Specific Performance. The parties hereto acknowledge that damages would be an inadequate remedy for a breach of this Agreement by either party hereto and that the obligations of the parties hereto shall be specifically enforceable through injunctive or other equitable relief. C-5 18. Severability; Etc. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision unless the substitution of such provision would materially frustrate the express intent and purposes of this Agreement, and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. If for any reason a court or regulatory agency determines that Grantee is not permitted to acquire pursuant to this Agreement the full number of Option Shares provided in Section 2 hereof (as adjusted pursuant to Section 13 hereof) , it is the express intention of Issuer to allow Grantee to acquire such lesser number of Option Shares as may be permissible, without any amendment or modification hereof. 19. Notices. All notices required or permitted to be given under the provisions of this Agreement shall be in writing and shall be addressed as follows: If to Grantee: Winter Harbor, L.L.C. c/o First Media, L.P. 11400 Skipwith Lane Potomac, Maryland 20854 Attention: Ralph W. Hardy, Jr. Telecopier: (301) 983-2425 with copies (which shall not Dow, Lohnes & Albertson, PLLC constitute notice hereunder) to: 1200 New Hampshire Avenue, N.W. Suite 800 Washington, D.C. 20036 Attention: David D. Wild Telecopier: (202) 776-2222 If to Issuer: Red Cube International AG. Bahnhofstrasse 10 CH-6300 Zug (Switzerland) Attention: Niklaus F. Zenger, Chief Executive Officer Telecopier: 411-500-5000 with a copy (which shall not constitute notice Sullivan & Cromwell hereunder) to: 125 Broad StreetNew York, New York 10004 Attention: George White Telecopier: (212) 558-3588 C-6 or to any other or additional Persons and addresses as the parties may from time to time designate in a writing delivered in accordance with this Section 19. Any notice shall be deemed to have been given on the day on which it is received (or, if such day is not a Business Day or if the notice is not received during normal business hours at the place of receipt, on the next following Business Day). A notice mailed by registered or certified mail, postage prepaid and return receipt requested, shall be deemed to have been received on the date of receipt shown on the return receipt. 20. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of Switzerland and any disputes arising under or in connection with it, shall exclusively be resolved by the courts of Zurich, Switzerland. 21. Expenses. Except as otherwise expressly provided herein or in the Securities Purchase Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expense. 22. Entire Agreement, Etc. This Agreement and the Securities Purchase Agreement (including any exhibits thereto), constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties, both written and oral, between the parties with respect to the subject matter hereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. This Agreement is not intended to confer upon any Person, other than the parties hereto, and their respective successors and permitted assigns, any rights or remedies hereunder. C-7 IN WITNESS WHEREOF, Winter Harbor and Red Cube have caused this Agreement to be duly executed and delivered on the day and year first above written. Winter Harbor, L.L.C. By: First Media, L.P., its member By: First Media Corporation, its general partner Name: Title: Red Cube International AG Name: Title: C-8 Exhibit A to Option Agreement II [Form of Pool Contract] Winter Harbor L.L.C., c/o First Media, L.P. 11400 Skipwith Lane, Potomac, Maryland 20854 "Obligee" and KPR Finanz- und Verwaltungs AG, c/o Marks Dudler Baarestraasse 104, CH-6300 Zug "Beneficiary" agree as follows: Preamble The Beneficiary is shareholder of Red Cube International AG, Bahnhofstrasse 10, 6300 Zug, Switzerland (former CyberOffice International AG, Grafenauweg 6, 6300 Zug, hereinafter referred to as "Red Cube"). The Obligee has acquired shares (in words, "shares") in Red Cube pursuant to the Option Agreement. These and all other Red Cube shares of the Obligee shall be included by this Agreement. 8. Preemptive Right The Beneficiary has a preemptive right to the shares described in the Preamble. Accordingly, should the shares be sold, either singly or totally, the Beneficiary shall then have the right to enter into the contract under the same conditions as freely stipulated between the Obligee and the third party. Should the Beneficiary not enter into the contract, then the Obligee must bind the buyer to the same conditions as the Obligee has under this Pool Contract. Every further transfer of the shares be it with or without remuneration, which is not considered a sale, such as, but not limited to, gifts, exchange deals, or similar contracts, but excluding transfers to "Affiliates" as defined in the Securities Purchase Agreement, dated as of August ~, 2000 between the Obligee, Red Cube and Beneficiary, to be offered to the Beneficiary at cost, including the usual interest. Should the Obligee not apply for all of the shares available to him when the share capital is increased, then the Beneficiary is entitled to the Obligee's subscription right free of charge. The Obligee is obliged to inform the Beneficiary of each of the previously named rights within five working days and the Beneficiary has to state within five further working days whether it wishes to exercise the right in question. All statements to Beneficiary must be timely received by Beat Marfurt, Notary, Spitalgasse 9, CH-3001 Bern, Tel. +41 31 311 29 03, Fax +41 31 311 29 66. C-9 9. Shareholder Votes The Obligee shall cast his votes according to the Beneficiary's instructions and herewith transfers his voting rights to the Beneficiary. If needed the Obligee shall authorise formally and expressively the Beneficiary to vote on the Obligee's behalf. On first demand the Obligee shall agree to all legal steps necessary for voting (e.g. agree to release the shares from the deposit for voting). 10. Lock-Up in the case of an IPO In the case of the IPO of Red Cube, the Obligee agrees to adhere to the so-called Lock-up rules of the concerned stock exchange (e.g. sale restrictions during a certain period of time, not to extend beyond the duration of this Pool Contract) and those of the emitting bank (i.e. underwriters) as well as those of Red Cube and to facilitate establishing this as necessary (providing statements, deposits, etc.) on first demand. If Red Cube shares must be deposited with the emitting bank for the duration of the Lock-up, then the Obligee shall deliver his shares within 10 days to such deposit. Notwithstanding the above-mentioned, Red Cube and the emitting bank can in compliance with the relevant stock exchange rules allow previous shareholders (including the Obligee) to sell their stock at or after the IPO, provided that each shareholder shall enjoy the same rights. If instead of the IPO a sale by KPR or Family Zenger of all their shares in Red Cube without simultaneous IPO would take place (a Trade Sale), the Beneficiary is entitled and obliged to sell the shares of the Obligee with the same conditions as his own. For such purpose the Obligee shall agree to all legal steps necessary on first demand 11. Duration This Pool Contract and all arrangements (lock-ups, deposits, etc.) pursuant to the Pool Contract, shall terminate no later than six months following the IPO of Red Cube. 12. Change of share capital All of the above-mentioned, in particular the preemptive right and shareholder voting stipulation, automatically apply to any acquisition of the shares stated in the preamble and in particular to the acquisition of shares resulting from an increase in share capital. 13. Facsimile Signature The parties agree that a facsimile signature is equally authentic to the original signature. 14. Applicable Law and Jurisdiction Swiss Law shall apply to this Shareholder Agreement. Any suit arising under this Shareholder Agreement will only be brought in the courts of Zurich, Switzerland. C-10 ................... ............................... (place and date) (Obligee) ................... ............................... (place and date) (Beneficiary - KPR) C-11 Exhibit D to the Securities Purchase Agreement [FORM OF INCIDENTAL REGISTRATION RIGHTS AGREEMENT] REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of [Date of First Closing], by and between Red Cube International AG, a Swiss corporation (the "Company"), and Winter Harbor, L.L.C. (the "Stockholder"). 1. Recitals. WHEREAS, pursuant to a Securities Purchase Agreement dated as of o, 2000 by and among the Stockholder, the Company and KPR Finanz-Und Verwaltungs AG (the "Securities Purchase Agreement"), the Company has granted the Stockholder on the date hereof an option to purchase from the Company 52,499 ordinary shares of the Company subject to adjustment in accordance with an Option Agreement dated the date hereof ("Option Agreement I") and has granted the Stockholder on the date hereof an option to purchase from the Company 58,333 ordinary shares of the Company subject to adjustment in accordance with a second Option Agreement dated the date hereof ("Option Agreement II"); and WHEREAS, the execution of this Agreement by the parties hereto is a condition to the obligation of the parties to consummate the transactions contemplated by the Securities Purchase Agreement; NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and in the Securities Purchase Agreement, the parties agree as follows: 2. Registration. 2.1 Incidental Registration. (a) Right to Include Registrable Securities. If (i) the Company proposes to register any shares of Common Stock or any securities convertible into Common Stock under the Securities Act by registration and (ii) if any of its current significant shareholders are given the opportunity to have any of their securities (referred to in subclause (i) of this section) registered as part of such registration by the Company, then irrespective of whether such party elects to have its shares registered, the Company will give prompt written notice to the Stockholder prior to the filing of any registration statement with respect thereto of the Stockholders' rights under this Section 2.1. Upon the written request of the Stockholder made within 30 days after the receipt of any such notice, the Company will use its commercially reasonable efforts to include those Registrable Securities with respect to which the Stockholder has requested registration in such registration statement; provided, however, that, no less than five days prior to the effective date of such registration statement, the Stockholder shall have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided, further, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Stockholder and (i) in the case of a determination not to D-1 register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. Notwithstanding anything to the contrary herein, the Company shall not be required to register any of the Stockholder's Registrable Securities if no other shareholder of the Company is given the opportunity to participate in the registration of any securities of the Company. (b) Priority. If the managing underwriter of any underwritten offering shall inform the Company that the number or type of securities requested to be included in such registration would in its judgment adversely affect such offering, and the Company has so advised the Stockholder in writing, then the Company will include in such registration, to the extent of the number and type that the Company is so advised can be sold in (or during the time of) such offering, first, all securities proposed by the Company to be sold for its own account, and then, pro rata (based on the number of shares proposed to be included in such registration), shares of the Registrable Securities requested to be included in such registration pursuant to this Section 2.1 along with all other securities proposed to be registered by any other parties to which the Company has granted registration rights. (c) Expenses. Except as provided herein, the Company shall pay all Registration Expenses with respect to such registration (whether any offering is effected or not). 2.2 Registration Procedures. In effecting the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1, the Company will, unless provided otherwise in this Agreement, as expeditiously as possible: (a) prepare and file with the Commission the requisite registration statement to effect such registration, and thereafter use its commercially reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may discontinue any registration of its securities that are not Registrable Securities (and, under the circumstances specified in Section 2.1(a), its securities that are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement; (c) furnish to the Stockholder such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act and each such amendment and supplement thereto, in conformity with the requirements of the Securities Act, and such other documents, as the Stockholder may reasonably request; D-2 (d) use its commercially reasonable efforts (x) to register or qualify all Registrable Securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and the Stockholder shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect and (z) to take such other action that may be reasonably necessary to enable the Stockholder to consummate the disposition in such jurisdictions of the Registrable Securities to be sold by the Stockholder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subparagraph (d) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (e) use its commercially reasonable efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may reasonably be necessary in the opinion of counsel to the Company to enable the Stockholder to consummate the disposition of such Registrable Securities; (f) notify the Stockholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and at the request of the Stockholder promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided, that the Company shall not be required, pursuant to this Section 2.2(f), to disclose to the Stockholder any non-public information that it is not, whether pursuant to this Agreement or any other agreement, otherwise obligated to disclose to the Stockholder; (g) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and, if required, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (h) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; (i) within a reasonable time not to exceed ten business days prior to filing a registration statement or prospectus or any amendment or supplement thereto (only with respect to Registrable Securities), furnish to the Stockholder copies of such registration statement D-3 or prospectus as proposed to be filed, which documents will be subject to the reasonable review and comments of the Stockholder during such period, and the Company will not file any registration statement or any prospectus or any amendment or supplement thereto containing any statements with respect to the Stockholder or the distribution of the Registrable Securities to be included in such registration statement for sale by the Stockholder if the Stockholder reasonably objects in writing; (j) after the filing of any registration statement, promptly notify the Stockholder of the effectiveness thereof and of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered and promptly notify the Stockholder of the lifting or withdrawal of any such order; (k) furnish, in the case of an underwritten public offering, to the Stockholder a signed counterpart of (i) an opinion of counsel to the Company addressed to the Stockholder (on which opinion the Stockholder shall be entitled to rely) and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Stockholder reasonably requests; and (l) use its commercially reasonable efforts to cause any Registrable Securities covered by a registration statement to be listed on the principal U.S. exchange or exchanges or qualified for trading on the principal U.S. over-the-counter market or listed on the automated quotation market on which securities of the same class and series as the Registrable Securities (or into which such Registrable Securities will be or have been converted) are then listed, traded, or quoted upon the sale of such Registrable Securities pursuant to such registration statement. The Company may require the Stockholder, as a seller of Registrable Securities as to which any registration is being effected, to furnish promptly to the Company such information regarding such selling Stockholder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing, and such selling Stockholder agrees to furnish promptly to the Company all information required to be disclosed in order to make the information furnished to the Company by such selling Stockholder not materially misleading. The Stockholder agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subparagraph (f) of this Section 2.2, the Stockholder will forthwith discontinue the Stockholder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until the Stockholder's receipt of the copies of the supplemented or amended prospectus contemplated by subparagraph (f) of this Section 2.2 and, if so directed by the Company, will deliver to the Company all copies, other than permanent file copies, then in the Stockholder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. D-4 2.3 Underwritten Offerings. (a) Arrangement with Underwriters. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by the Stockholder, use its commercially reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by the Stockholder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Sections 2.1(a) and 2.1(b). The Stockholder, in requesting distribution of Registered Securities by such underwriters, shall agree to be, and shall become, party to the underwriting agreement between the Company and such underwriters. (b) Underwriting Discounts and Commission. The Stockholder shall pay all underwriting discounts and commissions of the underwriter or underwriters with respect to the Registrable Securities sold. 2.4 Indemnification. (a) The Company agrees to indemnify and hold harmless the Stockholder and each person, if any, who controls the Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any amendment thereof, any preliminary prospectus or prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) relating to the Registrable Securities, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission arising out of or based upon written information furnished to and relied upon by the Company by the Stockholder expressly for use therein. The Company also agrees to indemnify any underwriter of the Registrable Securities so offered and each person, if any, who controls such underwriter on substantially the same basis as that of the indemnification by the Company of the Stockholder provided in this Section 2.4(a). (b) The Stockholder agrees to indemnify and hold harmless the Company, its directors and the officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or any amendment thereof, any preliminary prospectus or prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) relating to the Registrable D-5 Securities, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to written information furnished to and relied upon by the Company by or on behalf of the Stockholder expressly for use in a registration statement, any preliminary prospectus, prospectus or any amendments or supplements thereto. The Stockholder also agrees to indemnify any underwriter of the Registrable Securities so offered and each person, if any, who controls such underwriter on substantially the same basis as that of the indemnification by the Stockholder of the Company provided in this Section 2.4(b). The Stockholder will not be liable under this Section 2.4(b) with respect to any losses, claims, damages or liabilities (a) to the extent the untrue statement, omission, or allegation thereof upon which such losses, claims, damages or liabilities are based was made in any prospectus used after such time as the Stockholder advised the Company that the filing of a post-effective amendment or supplement thereto was required, or (b) in an amount that exceeds the net proceeds received by the Stockholder from the sale of Registrable Securities pursuant to the applicable registration statement. (c) Each party indemnified under paragraph (a) or (b) above shall, promptly after receipt of notice of a claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the indemnifying party in writing of the claim or action; provided, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party on account of the indemnify agreement contained in paragraph (a) or (b) above except to the extent that the indemnifying party was actually prejudiced by such failure, and in no event shall such failure relieve the indemnifying party from any other liability that it may have to such indemnified party. If any such claim or action shall be brought against an indemnified party, and it shall have notified the indemnifying party thereof, unless in such indemnified party's reasonably judgment a conflict of interest between such indemnified party and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate therein, and, to the extent that it wishes, jointly with any other similarly notified indemnifying party, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 2.4 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. Any indemnifying party against whom indemnity may be sought under this Section 2.4 shall not be liable to indemnify an indemnified party and shall be deemed fully and unconditionally released if such indemnified party settles such claim or action without the written consent of the indemnifying party. The indemnifying party may not agree to any settlement of any such claim or action, other than solely for monetary damages for which the indemnifying party shall be responsible hereunder, the result of which any remedy or relief shall be applied to or against the indemnified party, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. In any action hereunder as to which the indemnifying party has assumed the defense thereof, the indemnified party shall continue to be entitled to participate in the defense thereof, with counsel of its own choice, but the indemnifying party shall not be obligated hereunder to reimburse the indemnified party for the costs thereof. (d) If the indemnification provided for in this Section 2.4 shall for any reason be unavailable (other than in accordance with its terms) to an indemnified party in respect D-6 of any loss, liability, cost, claim or damage referred to therein, then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, cost, claim or damage in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Stockholder on the one hand and the underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to stated a material fact relates to information supplied such indemnified party or such indemnifying parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by an indemnified party as a result of the loss, cost, claim, damage or liability, or action in respect thereof, referred to above in this paragraph (d) shall be deemed to include, for purposes of this paragraph (d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or clam. The Company and the Stockholder agree that it would not be just and equitable if contributions pursuant to this Section 2.4 were determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this paragraph. Notwithstanding any other provisions of this Section 2.4, the Stockholder shall not be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of the Stockholder were offered to the public exceeds the amount of any damages which such Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (e) Indemnification and contribution similar to that specified in the preceding paragraphs of this Section 2.4 (with appropriate modifications) shall be given by the Company, the Stockholder and underwriters with respect to any required registration or other qualification of securities under any state law or regulation or United States, Swiss or other governmental authority. (f) The obligations of the parties under this Section 2.4 shall be in addition to any liability which any party may otherwise have to any other party. 3. Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: "Commission" means the Securities and Exchange Commission or any other similar agency then having jurisdiction to enforce the Securities Act or the Exchange Act. "Common Stock" shall mean the common stock of the Company, and any other class of equity securities of the Company into which such stock is reclassified or reconstituted. D-7 "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any other similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include a reference to the comparable section, if any, of any such similar federal statute. "Person" means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint securities company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of any such entity. "Registrable Securities" means (i) any securities issued or issuable by the Company to the Stockholder pursuant to Option Agreement I or Option Agreement II and (ii) any securities of the Company issued or issuable with respect to any securities referred to in clause (i) whether by way of conversion, exchange, dividend, or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, or other reorganization or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall be eligible for resale pursuant to Rule 144(k) (or any successor provision) under the Securities Act, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not, in the opinion of counsel for the Stockholder, require registration of them under the Securities Act or (d) they shall have ceased to be outstanding. "Registration Expenses" means all expenses incident to the Company's performance of or compliance with Section 2, including, without limitation, all registration and filing fees, all fees of the New York Stock Exchange, Inc., other national securities exchanges or automated quotation systems or the National Association of Securities Dealers, Inc., all fees and expenses of complying with securities or "blue sky" laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of "comfort" letters required by or incident to such performance and compliance, any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding any underwriting discounts or commissions with respect to the Registrable Securities) and the fees and expenses of one counsel to the Stockholder. In the event the Company determines, in accordance with Section 2.1(a), not to register any securities with respect to which it had given written notice of its intention to so register to the Stockholder, all of the costs of the type (and subject to any limitation to the extent) set forth in this definition and incurred by the Stockholder in connection with such registration on or prior to the date the Company notifies the Stockholder of such determination shall be deemed Registration Expenses. "Securities Act" means the Securities Act of 1933, as amended, or any other similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. References to a particular section of the Securities Act of D-8 1933, as amended, shall include a reference to the comparable section, if any, of any such similar federal statute. 4. Rule 144. The Company shall use its commercially reasonable efforts to enable the Stockholder to sell its Registrable Securities without registration under the Securities Act within the limitation of the provisions of (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (b) any similar rules or regulations hereafter adopted by the Commission, as such Rule may be amended from time to time. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. 5. Amendments and Waivers. This Agreement may be amended with the consent of the Company and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Stockholder. 6. Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be treated as the Stockholder for purposes of any request or other action by the Stockholder pursuant to this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 7. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in accordance with Section 10.2 of the Securities Purchase Agreement. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 9. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of each of the Holders shall be enforceable to the fullest extent permitted by law. 10. Entire Agreement. This Agreement, together with the Securities Purchase Agreement, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Securities Purchase Agreement supersede all prior agreements and understandings among the parties with respect to such subject matter. 11. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. D-9 12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 13. Counterparts. This Agreement may be executed in multiple counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument. D-10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective representatives hereunto duly authorized as of the date first above written. Winter Harbor, L.L.C. By: First Media, L.P., its member By: First Media Corporation, its general partner Name: Title: Red Cube International AG By: Name: Title: D-11 Exhibit E to the Securities Purchase Agreement [First Closing Date] Red Cube International AG Bahnhofstrasse 10 CH-6300 Zug (Switzerland) Attention: Niklaus F. Zenger, Chief Executive Officer Re: Securities Purchase Agreement Ladies and Gentlemen: We have acted as special counsel to Winter Harbor, L.L.C., a Delaware limited liability company ("Winter Harbor"), in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of August __, 2000, among Winter Harbor, Red Cube International AG ("Red Cube"), and KPR Finanz-Und Verwaltungs AG ("KPR"). This opinion is rendered to you pursuant to Section 7.2(b) of the Purchase Agreement. Capitalized terms used herein that are defined in the Purchase Agreement but are not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. In connection with our representation of Winter Harbor as set forth above, we have examined the following documents (collectively the "Transaction Documents"): 1. the Purchase Agreement; 2. the Registration Rights Agreement, dated as of the date of this opinion, between Winter Harbor and Red Cube; 3. the Option Agreement, dated as of the date of this opinion, between Winter Harbor and Red Cube, with respect to 52,499 ordinary shares of Red Cube; 4. the Option Agreement, dated as of the date of this opinion, between Winter Harbor and Red Cube, with respect to 58,333 ordinary shares of Red Cube; and 5. the Voting Agreement, dated as of August __, 2000, between Winter Harbor and Red Cube. We have also examined the certificate of formation and operating agreement of Winter Harbor (collectively, the "Organizational Documents") and resolutions adopted by the board of directors of First Media Corporation (acting as general partner of the member of Winter Harbor) relating to the Purchase Agreement and the transactions contemplated thereby, all in the forms certified to us by an officer of First Media Corporation as being true and complete copies of the foregoing. We have relied, as to factual matters, on certificates, facsimiles, and telephonic E-1 confirmation issued or given by public officials, and upon the representations and warranties in the Purchase Agreement, and related documents and information furnished to us by Winter Harbor in the form of certificates or otherwise. As to all factual matters material to the opinions set forth herein, we have relied upon and assumed the accuracy of such certificates with respect to the facts stated therein. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies. In rendering this opinion, we have assumed that each Transaction Document and other instrument executed and delivered by any party other than Winter Harbor has been duly authorized by all necessary action on the part of such party, has been duly executed and delivered by such party, and constitutes the valid, legally binding, and enforceable obligation of such party. When a statement in this opinion is made "to our knowledge," it means that none of the attorneys in our firm involved in representing Winter Harbor in connection with the transactions contemplated by the Purchase Agreement has actual existing knowledge that the statement is false; it does not mean that any of such attorneys necessarily has actual existing knowledge of facts that would suggest the statement is true. This opinion is limited to the law of the District of Columbia, the Delaware Limited Liability Company Act, and the federal law of the United States of America (collectively, "Applicable Law"), except that (a) Applicable Law includes only laws and regulations that a lawyer exercising customary professional diligence would recognize as being applicable to the transactions contemplated by the Purchase Agreement and excludes those laws and regulations set forth in Section 19 of the Legal Opinion Accord of the American Bar Association Section of Business Law (1991) and (b) insofar as our opinion in paragraph 3 relates to the Voting Agreement or to Section 5.6 of the Purchase Agreement, Applicable Law includes the Florida Business Corporation Act. You understand that we are not admitted in the State of Florida or the State of Delaware and therefore do not purport to be experts in the laws of the State of Florida or the State of Delaware; insofar as our opinion in paragraph 3 relates to the Voting Agreement or to Section 5.6 of the Purchase Agreement, we have relied with your consent on an opinion of Holland & Knight LLP. Our opinions are given as if the Purchase Agreement and the other Transaction Documents were governed by the laws of the District of Columbia. You recognize that the express terms of the Purchase Agreement and the other Transaction Documents provide that they are to be governed by the laws of other jurisdictions, which may be different from the law of the District of Columbia in certain relevant respects. We express no opinion as to choice of law or conflicts of law rules, or the laws of any states or jurisdictions other than as specified above. Statements in this opinion as to the legality, validity, binding effect, or enforceability of any Transaction Document are subject to (a) limitations imposed by bankruptcy, insolvency, reorganization, moratorium, and other laws and related court decisions of general applicability relating to or affecting creditors' rights generally, (b) the application of general equitable principles, (c) with respect to rights to indemnity, if any, limitations imposed by federal or state securities laws or public policies embodied therein, (d) limitations imposed by laws and judicial decisions that have imposed duties on standards of conduct (including obligations of good faith, fair dealing, and reasonableness) upon contracting parties, (e) limitations on the enforceability of E-2 any contractual provision specifying that provisions of an agreement may only be waived in writing, and (f) limitations on the enforceability of waivers of equitable rights and defenses. On the basis of the foregoing, and reliance thereon, and subject to the assumptions, limitations, qualifications, and exceptions contained herein, we are of the opinion that: 1. Winter Harbor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. 2. Winter Harbor has the limited liability company power and authority to execute and deliver the Transaction Documents and to carry out and perform its obligations thereunder. The execution, delivery, and performance by Winter Harbor of the Transaction Documents have been duly and validly authorized by all necessary limited liability company action on the part of Winter Harbor. 3. Each Transaction Document constitutes the valid and legally binding obligation of Winter Harbor, enforceable against Winter Harbor in accordance with its terms. 4. The execution, delivery, and performance of the Purchase Agreement and the Transaction Documents by Winter Harbor, to our knowledge, (a) do not require the consent of any third party under any provision of Applicable Law or under the terms of any contract of which we have actual knowledge that is binding on Winter Harbor; (b) do not conflict with any provision of the Organizational Documents, (c) do not conflict with, result in a breach of, or constitute a default under any provision of Applicable Law, or (d) do not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any contract of which we have actual knowledge that is binding on Winter Harbor. This opinion is as of the date hereof, and we expressly disclaim any duty to update this opinion in the future in the event there are any changes in fact or law that may affect any matter addressed herein. This opinion is rendered only to Red Cube and is solely for its benefit in connection with the above transactions, this opinion may not be relied upon by Red Cube for any other purpose, or quoted in whole or in part or otherwise referred to in any of its financial statements or other public release, nor is it to be filed with any governmental agency or other person without the prior written consent of this firm, except as is required by law, and this opinion may not be relied upon by any other person, firm or corporation for any purpose without our prior written consent. Very truly yours, DOW, LOHNES & ALBERTSON, PLLC By:______________________________ _____________, Member E-3 Exhibit F to the Securities Purchase Agreement [LAWYERS LETTERHEAD] [FIRST CLOSING DATE] Winter Harbor, L.L.C. c/o First Media, L.P. 11400 Skipwith Lane Potomac, Maryland 20854 Dear Ladies and Gentlemen: In connection with the sale by Winter Harbor L.L.C., a Delaware limited liability company ("Winter Harbor"), pursuant to the Securities Purchase Agreement, dated as of August ~, 2000 by and among Winter Harbor, Red Cube International AG, an Aktiengesellschaft organized under the laws of Switzerland ("Red Cube") and KPR Finanz-Und Verwaltung AG, also an Aktiengesellschaft organized under the laws of Switzerland ("KPR") (the "Securities Purchase Agreement") of certain securities of I-Link Incorporated, a Florida corporation, listed on Exhibit A (the "Securities") and each of the two the Stock Option Agreements, each dated as of August ~, 2000, each by and between Winter Harbor and Red Cube (collectively, the Stock Option Agreements and the Securities Purchase Agreement, the "Agreements"), I, as legal counsel for Red Cube, have examined such bylaws, all notarized documents concerning Red Cube, company records, and other documents and material agreements that have been provided by the legal department of Red Cube as I have considered necessary or appropriate for purposes of this opinion. I have not been retained as tax counsel and consequently, I express no opinion whatsoever as to the tax treatment, tax implications, tax effects of any transaction. I am a member of the Zurich Bar and do not hold myself to be an expert in laws other than the laws of Switzerland. Accordingly, my opinion is confined to Swiss law. I have abstained from examining any issues of any other jurisdiction and therefore no opinion on matters other than Swiss law issues is to be inferred. All capitalized terms not defined herein are defined in, and any reference to a Section, Schedule or Exhibit is a reference to a Section of, or a Schedule or Exhibit to, the Securities Purchase Agreement. Upon the basis of such examination it is my opinion that: Red Cube is a corporation (Aktiengesellschaft) duly organized and validly existing under the laws of Switzerland. Red Cube has the requisite corporate power and authority to own, lease, and operate its properties in Switzerland, to carry on its business in the places where such properties are now owned, leased, or operated and such business is now conducted, and to execute, deliver, and perform the Agreements and the documents contemplated hereby and referenced therein (together, the "Transaction Documents") according to their respective terms. The execution, delivery, and performance of the Agreements, and all other Transaction Documents to which Red Cube is a party, by Red Cube have been duly authorized by all necessary corporate action on the part of Red Cube. The Agreements and all other Transaction F-1 Documents to which Red Cube is a party have been duly executed and delivered by Red Cube and constitute the legal, valid, and binding obligations of Red Cube, enforceable against Red Cube in accordance with their terms except as the enforceability of the Agreements and any Transaction Document may be affected included but not limited by bankruptcy, insolvency, fraudulent transfer or similar laws of general application or Legal Requirements affecting creditors' rights generally and by judicial discretion in the enforcement of equitable remedies. Enforceability may further be limited in view of general principles of the abuse of right (Rechtsmissbrauch as per Art. 2 para. 2 of the Swiss Civil Code). Except as set forth on Schedule 4.3, and subject to the expiration or termination of all waiting periods under the HSR Act, and under the condition that none of the parties achieves a turnover of CHF 100 Mio. (Art. 9 of the Swiss federal antitrust law, Kartellgesetz) the execution, delivery, and performance by Red Cube of the Agreements and the Transaction Documents (with or without the giving of notice, the lapse of time, or both): (a) do not require the consent of any third party; (b) will not conflict with any provision of the relevant corporate organizational documents of Red Cube, each as currently in effect; (c) will not conflict with, result in a breach of, or constitute a default under any Swiss legal requirement; and (d) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of any agreement, instrument, license, or permit to which Red Cube is a party or by which Red Cube may be bound. The authorized and issued capital stock of Red Cube described on Schedule 4.4 is accurately described as of today's date. All issued and outstanding shares of capital stock of Red Cube have been duly and validly issued and are fully paid. To the best of my knowledge and except as described on Schedule 4.4.a and 4.4.b there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that could require Red Cube to issue, sell, or otherwise cause to become outstanding any of its capital stock.. Red Cube has not violated any Swiss legal requirement in connection with the offer for sale or sale and issuance of its outstanding shares of capital stock or any other securities. In connection with my opinion set forth in parts (a) and (d) of paragraph (3), I have relied on Red Cube to alert me to the existence of any such agreement, instrument, license or permit to which such parts relate to and only express an opinion as to such agreements, instruments, licenses or permits of which I am aware. The foregoing opinion is limited to the laws of Switzerland and I am expressing no opinion as to the effect of the laws of any other jurisdiction. I understand that, with respect to all matters of New York law, you are relying on the opinion, dated the date hereof, of Sullivan & Cromwell. This opinion is rendered solely to you (Winter Harbor). It may not be used, circulated, quoted, referred to or relied upon by any person other than the persons to whom it is addressed (Winter Harbor), nor for any other purpose than in connection to the Securities Purchase Agreement without my prior written consent in each instance. This opinion is strictly limited to the matters stated in it and does not apply by implication to other matters. F-2 This letter and all given opinions shall be governed and construed by the laws of Switzerland. The ordinary courts of the canton of Zurich (1) have exclusive jurisdiction with respect to all disputes arising from or in connection with this letter and the given opinions. Very truly yours, F-3 Exhibit G to the Securities Purchase Agreement [SULLIVAN & CROMWELL LETTERHEAD] [First Closing Date] Winter Harbor, L.L.C. c/o First Media, L.P. 11400 Skipwith Lane Potomac, Maryland 20854 Dear Ladies and Gentlemen: In connection with the sale by Winter Harbor L.L.C., a Delaware limited liability company ("Winter Harbor"), pursuant to the Securities Purchase Agreement, dated as of August ~, 2000 by and among Winter Harbor, Red Cube International AG, an Aktiengesellschaft organized under the laws of Switzerland (the "Company") and KPR Finanz-Und Verwaltungs AG, also an Aktiengesellschaft organized under the laws of Switzerland ("KPR") (the "Securities Purchase Agreement") of certain securities of I-Link Incorporated, a Florida corporation, listed on Exhibit A to the Securities Purchase Agreement (the "Securities"), we, as special U.S. counsel for the Company and KPR, have examined such corporate records, certificates and other documents, and such questions of New York State and Federal law, as we have considered necessary or appropriate for purposes of this opinion. Upon the basis of such examination, it is our opinion that the Securities Purchase Agreement has been duly executed and delivered by the Company and KPR under the laws of the State of New York; assuming that it has been duly authorized, executed and delivered by the Company and KPR under the laws of Switzerland and that it has been duly authorized, executed and delivered by Winter Harbor, the Securities Purchase Agreement constitutes a valid and legally binding obligation of the Company and KPR enforceable against the Company and KPR in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We note that you are relying as to all matters of Swiss Law on the opinion of Heierli Rechtsanwaelte, delivered to you pursuant to Section 7.3 of the Securities Purchase Agreement. G-1 We have relied as to certain matters on information obtained from public officials, officers of the Company and KPR and other sources believed by us to be responsible, and we have assumed that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. Very truly yours, SULLIVAN & CROMWELL G-2 Schedule 3.5 - Winter Harbor Consents None. Schedule 3.7 - Winter Harbor Related Party Transactions 1. Transactions with I-Link. The arrangements between I-Link and Winter Harbor are described in documents filed by I-Link with the Securities and Exchange Commission, and those descriptions are incorporated in this schedule by reference. 2. I-Link Loan Documents. The following documents constitute the I-Link Loan Documents: (a) Promissory Notes, in the aggregate principal amount of $7,768,000, dated January 26, 1998, February 23, 1998, March 3, 1998, March 24, 1998, May 13, 1998, May 29, 1998, and June 8, 1998 (b) Agreement, dated as of April 14, 1998, between I-Link, as "Borrower," and Winter Harbor, as "Lender" (c) Pledge Agreement, dated as of April 14, 1998, between I-Link, as "Pledgor," and Winter Harbor, as "Pledgee" (d) Security Agreement, among I-Link Systems, Inc., a Utah corporation, I-Link Communications, Inc., a Utah corporation, MiBridge, Inc., a Utah corporation, I-Link Worldwide, L.L.C., a Delaware limited liability company, as "Debtors," and Winter Harbor as "Secured Party" (e) Agreement, dated as of January 15, 1999, between I-Link, as "Borrower," and Winter Harbor, as "Lender" (f) First Amendment to Security Agreement, dated as of January 15, 1999, among I-Link, I-Link Systems, Inc., a Utah corporation, I-Link Communications, Inc., a Utah corporation, MiBridge, Inc., a Utah corporation, I-Link Worldwide, L.L.C., a Delaware limited liability company, Vianet Technologies, Ltd., an Israeli corporation, as "Debtors," and Winter Harbor, as "Secured Party" (g) First Amendment to Pledge Agreement, dated as of January 15, 1999, between I-Link, as "Pledgor," and Winter Harbor, as "Pledgee" (h) Second Amendment to Loan Agreement, dated as of April 15, 1999, between I-Link, as "Borrower," and Winter Harbor, as "Lender" Agreement, dated April 2000, between I-Link and Winter Harbor, extending the due date for the convertible debt until April 15, 2001 Schedule 4.3 - Red Cube Consents None. Schedule 4.4 - Capitalization of Red Cube 1. Red Cube has a share capital of CHF 105 million capital, which is divided into 10.5 million registered shares of CHF 10.00 nominal value. All shares have been fully paid. Furthermore Red Cube possesses CHF 20 million in authorized stock. As of the date hereof Red Cube has not increased its capital as authorized. 2. The shareholders of Red Cube have pre-emptive rights with respect to the issuance of new shares of Red Cube, except when such shares are issued in order to acquire the assets or securities of another company. 3. Red Cube has a total of CHF 24 million conditional capital which can be used for issuing employee shares, or respectively for the pre-emptive rights of such shares, used for or in connection with financing joint ventures or cooperation agreements (CHF 9 million). If such options or the respective pre-emptive rights are exercised, then the present shareholders are precluded from exercising their pre-emptive rights. 4. Red Cube has recently issued warrants to Internet Holdings for: (i) 105,000 shares (exercisable after one year for a period of two years) at a strike price in Swiss francs equivalent to $190.48 U.S. dollars, (ii) 105,000 shares (exercisable after two years for a period of two years) at a strike price in Swiss francs equivalent to $428.57 U.S. dollars, and (iii) 105,000 shares (exercisable after three years for a period of two years) at a strike price in Swiss francs equivalent to $666.67 U.S. dollars. Schedule 4.5 - Red Cube Liabilities On March 30, 2000 Red Cube International Ltd. acquired 100% of Catel Carrier Telekommunikation (Schweiz) AG ("Catel"). Red Cube believes that at the time of the acquisition, the Catel board did not disclose all material information as was required pursuant to the purchase agreement. According to Swiss Law, if Red Cube International Ltd. could prove such allegations in court, it would have the right to unwind the contract and would not be subject to any of the liabilities described below. The following three main claims with respect to the Catel acquisition: 1. Asplan / Aebi. There are two employment contracts in which the respective employees claim that certain amounts are owed to them thereunder. According to the former board of Catel, these contracts had already been terminated and the employees were not entitled to the claimed amounts. The maximum claim against Catel would be approximately CHF 1.5 million. 2. Freeland. Freeland is a Catel employee who is entitled to fixed 5-year commissions based on sales. There is a dispute concerning the proper amount of commissions to which this employee is entitled and potentially could amount to several million Swiss francs. 3. Vollmer / Customers. This concerns the contracts with value-added services suppliers. In certain cases, Catel was under the obligation to provide blocks of German and Austrian phone numbers, which ultimately couldn't be delivered. Catel could be subject to damages due to its inability to perform under such contracts.
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