Admission Document - BrainJuicer

Teather & Greenwood has the right to terminate the Placing Agreement at any time on or before
Admission including where, amongst other things (i) it becomes inappropriate, impracticable
or inadvisable to proceed with the Placing; (ii) there is a material adverse change in the
financial or trading position of the Company; (iii) the Company or any Director is in breach of
its obligations under the Placing Agreement; or (iv) there is a breach of the warranties.
(b)
Nominated Adviser and Broker Agreement
The Company and Teather & Greenwood have entered into a nominated adviser and broker
agreement dated 30 November 2006 under which Teather & Greenwood has accepted its
appointment as the Company’s nominated adviser and broker for the purpose of the AIM Rules
for a minimum period of one year. The Company will pay Teather & Greenwood an aggregate
yearly fee of £40,000 in addition to the out-of-pocket expenses incurred by Teather &
Greenwood in carrying out its obligations under the agreement. The agreement contains certain
undertakings, acknowledgements and indemnities given by the Company to Teather &
Greenwood. The appointment of Teather & Greenwood may be terminated by the Company
(on the one hand) and Teather & Greenwood (on the other) on 90 days’ notice or in the event
of material breach of the agreement.
(c)
Lock-in Arrangements
Lock-in arrangements have been entered into on 30 November 2006 by each of John Kearon,
James Geddes, Simon Godfrey and Mark Muth (the “Lock-in Shareholders”), in each case in
respect of the Ordinary Shares held by all such persons, including any shares which may be
acquired in the future through the exercise of any existing options.
The Lock-in Shareholders have agreed (subject to certain limited exceptions) not to, (i) for the
period up to and including the date falling twelve months after Admission (the “Lock-in
Period”), dispose of or create any other security interest or equity over, conditionally or
unconditionally, any Ordinary Shares held by them at any time during the Lock-in Period and
(ii) during the further period of six months from the end of the Lock-in Period, dispose (in any
of the ways described in (i)) of any Ordinary Shares other than through Teather & Greenwood
and only with its consent only to be withheld on orderly market grounds save that the
restrictions under (i) or (ii) above shall cease to apply to James Geddes on his cessation as a
director and employee of the Company except where he is a “Bad Leaver” as defined therein.
(d)
A share exchange agreement dated 14 November 2006 (the “Share Exchange Agreement”)
pursuant to which the Company purchased the entire issued share capital of BrainJuicer UK in
exchange for the issue of 6,294,067 Ordinary Shares and 4,817,041 Series A Convertible
Preference Shares of one pence each in the capital of the Company. Completion took place on
14 November 2006.
Pursuant to the Share Exchange Agreement, the Company agreed that it would observe,
perform and be bound by the subscription and shareholders’ agreement dated 22 January 2003
entered into between (1) John Kearon and Michael Carey (2) Unilever UK Holdings (3)
BrainJuicer UK and (4) James Geddes (the “Subscription and Shareholders’ Agreement”)
as if it were an original party to such agreement in place of BrainJuicer UK and the parties
agreed that BrainJuicer UK would be released from such agreement.
Unilever UK Holdings was granted certain investor protections in respect of its investment in
BrainJuicer UK under the terms of the Subscription and Shareholders’ Agreement.
Pursuant to the Share Exchange Agreement, the parties agreed that simultaneously with
Admission, the Subscription and Shareholders’ Agreement will cease to have effect as between
the parties to it and all rights and obligations of the parties to it will cease.
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