Mediaplex Inc Sample Contracts

Mediaplex Inc – AGREEMENT AND PLAN OF MERGER DATED JULY 1, 2001 (July 17th, 2001)

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED JULY 1, 2001 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER by and among VALUECLICK, INC., MARS ACQUISITION CORPORATION and MEDIAPLEX, INC. Dated as of July 1, 2001 -------------------------------------------------------------------------------- ARTICLE 1 DEFINITIONS AND INTERPRETATION.............................................................................................................

Mediaplex Inc – FORM OF VOTING AGREEMENT BY AND AMONG VALUECLICK, INC. AND (July 17th, 2001)

EXHIBIT 99.2 FORM OF VOTING AGREEMENT BY AND AMONG VALUECLICK, INC. AND CERTAIN STOCKHOLDERS OF MEDIAPLEX, INC. VOTING AGREEMENT VOTING AGREEMENT, dated as of July 1, 2001 (this "Agreement"), by and between ValueClick, Inc., a Delaware corporation (the "Parent"), and ___________ ("Stockholder"), a stockholder of Mediaplex, Inc., a Delaware corporation (the "Company"). RECITALS A. Concurrently with the execution of this Agreement, Parent, the Company and others are entering into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Parent and the Company will effect a business combination, upon the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"). Unless otherwise indicated, capitalized terms not defined herein have the meanings given t

Mediaplex Inc – FORM OF VOTING AGREEMENT BY AND AMONG MEDIAPLEX, INC. AND CERTAIN (July 17th, 2001)

EXHIBIT 99.1 FORM OF VOTING AGREEMENT BY AND AMONG MEDIAPLEX, INC. AND CERTAIN STOCKHOLDERS OF VALUECLICK, INC. VOTING AGREEMENT VOTING AGREEMENT, dated as of July 1, 2001 (this "Agreement"), by and between Mediaplex, Inc., a Delaware corporation (the "Company"), and the undersigned stockholder ("Stockholder") of ValueClick, Inc., a Delaware corporation ("Parent"). RECITALS A. Concurrently with the execution of this Agreement, Parent, the Company and others are entering into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Parent and the Company will effect a business combination, upon the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"). Unless otherwise indicated, capitalized terms not defined herein have the meanings given to t

Mediaplex Inc – TECHNOLOGY AGREEMENT FOR ADSERVING (May 14th, 2001)

Press and Investor Contacts: Public Relations: ---------------------------- ----------------- Mediaplex, Inc. Phase II Strategies Christine Carbone Aeron Noe 415.293.6906 415.772.8426 ccarbone@mediaplex.com aeron_noe@p2pr.com Exile on Seventh, LLC Michael McMahon 415.466.0805 michaelm@exileonseventh.com MEDIAPLEX/R/ AND EXILE ON SEVENTH ENTER INTO LONG-TERM TECHNOLOGY AGREEMENT FOR ADSERVING Mediaplex Transfers Media Clients to Exile Completing Its Transition To A Pure Technology Company For Advertising Agencies And Large Marketing Departments SAN FRANCISCO, CA - May 9, 2001 - Mediaplex, Inc. (Nasdaq: MPLX), a leading technology company for traditional and online marketers, today announced a three-year technology agreement with Exile on Seventh, LLC. Exile, a marketing and advertising agency for the di

Mediaplex Inc – Re: Terms of Employment Offer with Mediaplex, Inc. (May 11th, 2001)

Exhibit 10.3 April 4, 2001 Mr. Tom Vadnais 30415 Oakview Way Bingham Farms, MI 48025 Re: Terms of Employment Offer with Mediaplex, Inc. Dear Tom: Mediaplex, Inc, (the "Company"), is pleased to offer you the position described below. This letter sets forth the terms and conditions of your employment with the Company and is subject to the satisfactory completion of background and reference checks currently underway. I. Description of Employment Position and Responsibilities. You will serve in the position of President and Chief Executive Officer. At the next regularly scheduled board meeting you will be appointed to become a member of the Company's Board of Directors. By executing this agreement, you agree to assume and discharge such duties and responsibilities as are commensurate with this position and such other duties and responsibilities that are assigned to you from time to time by the Company's B

Mediaplex Inc – Re: Terms of Employment Offer with Mediaplex, Inc. (May 11th, 2001)

Exhibit 10.1 January 15, 2001 Mr. Costa John 1300 Clay Street, Suite 600 Oakland, CA 94612 Re: Terms of Employment Offer with Mediaplex, Inc. Dear Costa: Mediaplex, Inc (the "Company" or "Employer"), is pleased to offer you the position described below. This letter sets forth the terms and conditions of your employment with the Company. The Employer hereby employs you and you hereby accept employment by the Employer, upon the terms and conditions set forth in this Agreement. Your first day of employment and the employment start date will be 1 January 2001. I. Description of Employment Position and Responsibilities. You will serve in the position of Chief Operating Officer. By executing this agreement, you agree to assume and discharge such duties and responsibilities as are commensurate with this position and such other duties and responsibilities that are assigned to you from time to time by the Compan

Mediaplex Inc – Re: Terms of Employment Offer with Mediaplex, Inc. (May 11th, 2001)

Exhibit 10.2 January 9, 2001 Mr. Frank Patchel 11 Dorothy Place Berkeley, CA 94705 Re: Terms of Employment Offer with Mediaplex, Inc. Dear Frank: Mediaplex, Inc, (the "Company"), is pleased to offer you the position described below. This letter sets forth the terms and conditions of your employment with the Company and is subject to the satisfactory completion of background and reference checks currently underway. I. Description of Employment Position and Responsibilities. You will serve in the position of Chief Financial Officer. By executing this agreement, you agree to assume and discharge such duties and responsibilities as are commensurate with this position and such other duties and responsibilities that are assigned to you from time to time by the Company's Board of Directors, Chief Executive Officer, or your then supervisor. During the term of your employment, you shall devote your full time,

Mediaplex Inc – WARRANT PURCHASE AGREEMENT (August 23rd, 2000)

EXHIBIT 4.3 INTERNET EXTRA CORPORATION WARRANT PURCHASE AGREEMENT This Agreement is made and entered into as of January 11, 1999 by Internet Extra Corporation, a California corporation (the "Company"), and Timothy Favia (the "Purchaser"). 1. Issuance of Warrant. ------------------- 1.1 In consideration for the agreed upon terms and conditions to be met by the Purchaser, the sufficiency of which is hereby acknowledged, the Company shall issue to the Purchaser a Common Stock Warrant ("Warrant") in the form attached to this agreement as Exhibit A, exercisable for up to 500,000 --------- shares of Common Stock ("Shares"), at a price of $0.50 per share. The terms and conditions for exercise of the Warrants are set forth in the Warrant. 2. Investment Representations. -------------

Mediaplex Inc – AMENDED AND RESTATED 1999 STOCK PLAN (August 23rd, 2000)

Exhibit 4.1 MEDIAPLEX, INC. AMENDED AND RESTATED 1999 STOCK PLAN 1. Purposes of the Plan. The purposes of this Amended and Restated 1999 -------------------- Stock Plan are: . to attract and retain the best available personnel for positions of substantial responsibility, . to provide additional incentive to Employees, Directors and Consultants, and . to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: ----------- (a) "Administrator" means the Board or any o

Mediaplex Inc – COMMON STOCK PURCHASE WARRANT (August 23rd, 2000)

EXHIBIT 4.4 THE RIGHTS TO ACQUIRE SHARES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE OR DISPOSITION MAYBE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 500,000 Shares of January 11, 1999 Common Stock INTERNET EXTRA CORPORATION COMMON STOCK PURCHASE WARRANT THIS CERTIFIES that for value received, Timothy Favia (the "Holder"), is entitled prior to the Expiration Date (as defined below) to purchase and receive from Internet Extra Corporation (the "Company") up to 500,000 shares of the Company's common stock, without par value ("Common Stock"), at a

Mediaplex Inc – SHARE ACQUISITION AGREEMENT (August 2nd, 2000)

EXHIBIT 2.1 SHARE ACQUISITION AGREEMENT BY AND AMONG MEDIAPLEX, INC. THE INTERPUBLIC GROUP OF COMPANIES, INC. McCANN-ERICKSON USA, INC. AND ADWARE SYSTEMS, INC. Dated as of June 30, 2000 TABLE OF CONTENTS Page ---- ARTICLE I PURCHASE AND SALE OF COMPANY CAPITAL STOCK.................................................. 1 1.1 Defini

Mediaplex Inc – POWER OF ATTORNEY (March 29th, 2000)

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregory R. Raifman and Alan M. Raifman, and each of them singly, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign the Registration Statement filed herewith and any or all amendments to said Registration Statement (including post-effective amendments and registration statements filed pursuant to Rule 462 and otherwise), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents the full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about th

Mediaplex Inc – UNDERWRITING AGREEMENT (March 20th, 2000)

Exhibit 1.1 5,500,000 Shares MEDIAPLEX, INC. Common Stock UNDERWRITING AGREEMENT ---------------------- [ ], 2000 Credit Suisse First Boston Corporation Lehman Brothers Inc. Salomon Smith Barney Inc. SG Cowen Securities Corporation U.S. Bancorp Piper Jaffray Inc. As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1 . Introductory. Mediaplex, Inc., a Delaware corporation ("Company"), proposes to issue and sell 4,125,000 shares of its common stock, $0.000l par value ("Securities") and the stockholders listed in Schedule A hereto ("Selling Stockholder") propose severally to

Mediaplex Inc – Re: Terms of Employment Offer with Mediaplex, Inc. (March 17th, 2000)

EXHIBIT 10.12 [LETTERHEAD OF MEDIAPLEX INC. APPEARS HERE] March 7, 2000 VIA TELEFAX: 650-321-1387 -------------------------- Mr. Michael Stanek Four Altree Court Atherton, CA 94027 Re: Terms of Employment Offer with Mediaplex, Inc. ---------------------------------------------- Dear Michael: Mediaplex, Inc, (the "Company"), is pleased to offer you the position described below. This letter sets forth the terms and conditions of your employment with the Company. I. Description of Employment Position and Responsibilities. You will serve in ------------------------------------------------------- the position of Chief Financial Officer. By executing this agreement, you agree to assume and discharge such duties and responsibilities as are commensurate with this position and such other duties and responsibilities tha

Mediaplex Inc – UNDERWRITING AGREEMENT (March 17th, 2000)

Exhibit 1.1 5,500,000 Shares MEDIAPLEX, INC. Common Stock UNDERWRITING AGREEMENT ---------------------- [ ], 2000 Credit Suisse First Boston Corporation Lehman Brothers Inc. Salomon Smith Barney Inc. SG Cowen Securities Corporation As Representatives of the Several Underwriters, c/o Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y. 10010-3629 Dear Sirs: 1 . Introductory. Mediaplex, Inc., a Delaware corporation ("Company"), proposes to issue and sell 4,125,000 shares of its common stock, $0.000l par value ("Securities") and the stockholders listed in Schedule A hereto ("Selling Stockholder") propose severally to sell an aggregate of 1,375,000 o

Mediaplex Inc – Re: Terms of Employment Offer with MediaPlex, Inc. (March 17th, 2000)

EXHIBIT 10.13 September 21, 1999 Mr. Brian Powley 25 W. 85/th/, Apt. #2B New York, NY 10024 Re: Terms of Employment Offer with MediaPlex, Inc. --------------------------------------------- Dear Brian: MediaPlex, Inc, (the "Company"), a wholly owned subsidiary of Internet Extra Corporation ("IEC"), is pleased to offer you the position described below. This letter sets forth the terms and conditions of your employment with the Company. I. Description of Employment Position and Responsibilities. You will serve in ------------------------------------------------------- the position of Vice President of Sales. By executing this agreement, you agree to assume and discharge such duties and responsibilities as are commensurate with this position and such other duties and responsibilities that are assigned to you from tim

Mediaplex Inc – FIRST AMENDMENT TO LEASE (November 19th, 1999)

Exhibit 10.19 FIRST AMENDMENT TO LEASE ------------------------ THIS FIRST AMENDMENT TO LEASE ("Amendment") is made as of October 18, 1999, by and between 188 EMBARCADERO ASSOCIATES, L.P., a California limited partnership ("Landlord"), and MEDIAPLEX, a Delaware corporation ("Tenant"). Recitals -------- A. Landlord and Tenant entered into a Lease Agreement dated September 8, 1999 (the "Existing Lease") by which Landlord leased to Tenant and Tenant leased from Landlord Suite 600 (the "Existing Premises") containing approximately 10,557 square feet of rentable area on the 6th floor of the building known as Bayside Plaza located at 188 Embarcadero, San Francisco, California (the "Building"). B. As of the date of this Amendment, the Commencement Date of the Lease has not been

Mediaplex Inc – SERVICES AGREEMENT (October 29th, 1999)

EXHIBIT 10.12 CONFIDENTIAL TREATMENT REQUESTED CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. TECHNOLOGY INTEGRATION AND SERVICES AGREEMENT THIS TECHNOLOGY INTEGRATION AND SERVICES AGREEMENT (this "Agreement"), effective as of this 22nd day of July, 1999 (the "Effective Date"), by and between DoubleClick, Inc., a Delaware corporation ("DoubleClick") and MediaPlex, Inc., a California corporation ("MediaPlex"). WHEREAS, MediaPlex provides full service e-business marketing and technology solutions for third party advertiser and advertising agency clients (including, without limitation, planning, buying, management and serving of ads) and has recently developed its MO

Mediaplex Inc – Re: MediaPlex Agreement with Across Media (October 29th, 1999)

Exhibit 10.17 August 5, 1999 Mr. Dave Downey, Chief Executive Officer Across Media Networks, L.L.C. 1746 Cole Blvd. Bldg. 21, Ste. 300 Golden, Colorado 80401 Re: MediaPlex Agreement with Across Media ------------------------------------- Dear Dave: MediaPlex, Inc. ("MediaPlex") eagerly anticipates the diversified opportunities and powerful mutual benefits of working with Across Media Networks, L.L.C. ("Across Media"). As such, I would like to take this opportunity to thank you and Across Media for the chance to collaborate with your organization, which we believe will be a long and mutually rewarding relationship for both companies. This is to confirm the parameters of our understanding with respect to our proposed strategic partnership. a. The anticipated alliance. We both envision collaborating on interactive programs designed to

Mediaplex Inc – Re: MediaPlex Agreement with Icon Medialab (October 29th, 1999)

Exhibit 10.16 [LETTERHEAD OF MEDIAPLEX] May 20, 1999 VIA HAND DELIVERY ----------------- Mr. Erik Wickstrom Board Member, President Mr. Gregory A. Davis VP Business Development ICON MEDIALAB Re: MediaPlex Agreement with Icon Medialab -------------------------------------- Dear Erik and Greg: Pursuant to our recent discussions, this letter memorializes the material terms of the agreement we have reached between MediaPlex, Inc. ("MediaPlex") and Icon Medialab ("Icon"). We are excited about the powerful mutual benefits of our collaboration and we look forward to a long and mutually rewarding relationship with Icon. We have agreed that MediaPlex will be the preferred provider of online media planning, buying, serving, tracking and reporting for Icon and its clients worldwide. The parties will use their best efforts to jointly

Mediaplex Inc – Re: Mediaplex Agreement with the OTP Software (October 29th, 1999)

EXHIBIT 10.15 [LETTERHEAD OF MEDIAPLEX APPEARS HERE] September 23, 1999 VIA ---- Mr. Peter Liljegren Partner OTP Software, Inc. 350 Cambridge Street Palo Alto, CA Re: Mediaplex Agreement with the OTP Software ----------------------------------------- Dear Peter: MediaPlex, Inc. ("MediaPlex") eagerly anticipates the diversified opportunities and powerful mutual benefits of working with OTP Software, Inc. ("OTP"). Our products and services are complementary with OTP; as such, we believe that a collaborative effort will form the basis for a long and mutually rewarding relationship for both companies. This is to confirm the parameters of our agreement (the "Agreement") to enter into a strategic partnership. We have agreed to coordinate our marketing and sales efforts in the pursuit and development of e-Commerce and e-Busi

Mediaplex Inc – Memorandum of Understanding (October 29th, 1999)

Exhibit 10.14 Ariba Supplier Link Program Memorandum of Understanding This Memorandum of Understanding ("MOU") is a non-binding document entered into this date to summarize the understanding of collaboration efforts between Ariba Technologies, Inc. ("Ariba") a Delaware corporation, headquartered at 1314 Chesapeake Terrace, Sunnyvale CA 94089 and the Ariba Supplier Link (ASL) Partner ("ASL Partner") named below. Date: 9-22 , 1999 ----------------- Ariba Supplier Link (ASL) Partner: Company name: Mediaplex, Inc. ------------------------------ Corporate headquarters location: 131 Steuart St. 4th Fl ------------------------------ San Francisco, CA 94105

Mediaplex Inc – Developer Package Agreement (October 29th, 1999)

Exhibit 10.13 Complementary Software Program Developer Package Agreement Between: SAP Labs, Inc. 3475 Deer Creek Road Palo Alto, CA 94304, USA (hereinafter: SAP) and: Mediaplex, Inc. 131 Stuert St., 4th Floor San Francisco, CA 94105 (hereinafter: Partner) 1. Subject Matter of the Developer Package Agreement ------------------------------------------------- 1.1 The subject matter of this Developer Package Agreement is the Update Service for the SAP Software Development Kit (SDK) and Remote Access to an R/3 test system at the SAP Integration & Certification Center (ICC) at SAP Labs, Palo Alto, California. 1.2 Remote Access to an R/3 test system is granted exclusively as part of the SAP Complementary Software Program. Partner is only entitled to use the R/3 System to develop interfaces to

Mediaplex Inc – UNDERWRITING AGREEMENT (October 8th, 1999)

Exhibit 1.1 6,000,000 Shares MEDIAPLEX, INC. Common Stock, $0.0001 par value UNDERWRITING AGREEMENT ---------------------- Draft of October 8, 1999 Lehman Brothers Inc. SG Cowen Securities Corporation U.S. Bancorp Piper Jaffray Inc. Fidelity Capital Markets, a division of National Financial Services Corporation As Representatives of the several Underwriters named in Schedule 1, c/o Lehman Brothers Inc. Three World Financial Center New York, New York 10285 Dear Sirs: Mediaplex, Inc., a Delaware corporation (the "Company"), proposes to sell 6,000,000 shares (the "Firm Stock") of the Company's Common Stock, par value $0.0001 per share (the "Common Stock"). In addition, the Company proposes to grant to the U

Mediaplex Inc – SERVICES AGREEMENT (September 16th, 1999)

EXHIBIT 10.12 CONFIDENTIAL TREATMENT REQUESTED CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. TECHNOLOGY INTEGRATION AND SERVICES AGREEMENT THIS TECHNOLOGY INTEGRATION AND SERVICES AGREEMENT (this "Agreement"), effective as of this 22nd day of July, 1999 (the "Effective Date"), by and between DoubleClick, Inc., a Delaware corporation ("DoubleClick") and MediaPlex, Inc., a California corporation ("MediaPlex"). WHEREAS, MediaPlex provides full service e-business marketing and technology solutions for third party advertiser and advertising agency clients (including, without limitation, planning, buying, management and serving of ads) and has recently developed its MO

Mediaplex Inc – AMENDED AND RESTATED 1999 STOCK PLAN (September 2nd, 1999)

EXHIBIT 10.2 MEDIAPLEX, INC. AMENDED AND RESTATED 1999 STOCK PLAN 1. Purposes of the Plan. The purposes of this Amended and Restated 1999 Stock -------------------- Plan are: . to attract and retain the best available personnel for positions of substantial responsibility, . to provide additional incentive to Employees, Directors and Consultants, and . to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan. 2. Definitions. As used herein, the following definitions shall apply: ----------- (a) "Administrator" means the Board or any of its Committees as shall be -------------

Mediaplex Inc – Re: Terms of Employment Offer with MediaPlex, Inc. (September 2nd, 1999)

EXHIBIT 10.11 August 6, 1999 VIA OVERNIGHT MAIL ------------------ Ms. Sandra L. Abbott 131 Sherland Avenue Mountain View, CA 94043 Re: Terms of Employment Offer with MediaPlex, Inc. ---------------------------------------------- Dear Sandra: MediaPlex, Inc., (the "Company"), a wholly owned subsidiary of Internet Extra Corporation ("IEC"), is pleased to offer you the position described below. This letter sets forth the terms and conditions of your employment with the Company. I. Description of Employment Position and Responsibilities. You will ------------------------------------------------------- serve in the position of Senior Vice President and Chief Financial Officer. By executing this agreement, you agree to assume and discharge such duties and responsibilities as are commensurate with this position and such other duties and responsi

Mediaplex Inc – OFFICE LEASE (September 2nd, 1999)

EXHIBIT 10.5 PERSIS CORPORATION 131 STEUART STREET SAN FRANCISCO, CALIFORNIA OFFICE LEASE BASIC LEASE INFORMATION Date: September 2, 1994 Landlord: Persis Corporation Tenant: Gregory R. Raifman and Jon Logan Edwards Exhibit A Premises: Suite 450 Section 1.5 Net Rentable Area of Premises: 2,953 Square Feet Section 1.10 Tenant's Proportionate Share: 3.87% Section 1.11 Term: Five (5) Years Section 2 Scheduled Term Commencement Date: October 1, 1994 Section 2 Term Expiration Date: September 30, 1999 Section 3.1(a) Basic Rent: ANNUAL

Mediaplex Inc – AGREEMENT AND PLAN OF REORGANIZATION (September 2nd, 1999)

EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG INTERNET EXTRA CORPORATION, NETRANSCEND SOFTWARE, INC. AND RUIQING "BARCLAY" JIANG AS PRINCIPAL SHAREHOLDER Dated as of March 8, 1999 TABLE OF CONTENTS Page ---- ARTICLE I The Merger........................................................ 1 1.1 The Merger........................................................ 1 1.2 Effective Time.................................................... 2

Mediaplex Inc – INDEMNIFICATION AGREEMENT (September 2nd, 1999)

EXHIBIT 10.1 MEDIAPLEX, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is effective as of this _____ day of __________, 1999, by and between Mediaplex, Inc., a Delaware corporation (the "Company" or "Mediaplex"), and _________________________ ("Indemnitee"). WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors' and officers' liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance; WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited; WHEREAS, Indemnitee does not

Mediaplex Inc – STANDARD SUBLEASE (September 2nd, 1999)

Exhibit 10.6 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD SUBLEASE (SHORT-FORM TO BE USED WITH POST 1995 AIR LEASES) 1. PARTIES. This Sublease, dated, for reference purposes only, July 9, 1999, is made by and between Telocity, Inc. ("SUBLESSOR") and Mediaplex, Inc. ("SUBLESSEE"). 2. PREMISES. Sublessor hereby subleases to Sublessee and Sublessee hereby subleases from Sublessor for the term, at the rental, and upon all of the conditions set forth herein, that certain real property, including all improvements therein, and commonly known by the street address of 992 South De Anza Blvd. located in the County of Santa Clara, State of CA and generally described as (describe briefly the nature of the property) That 2-story, free- standing building situated on a parcel of land identified as Assessor's Parcel No. 372-26-20, and also kno

Mediaplex Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (September 2nd, 1999)

EXHIBIT 10.3 MEDIAPLEX, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN The following constitute the provisions of the 1999 Employee Stock Purchase Plan of Mediaplex, Inc. 1. Purpose. The purpose of the Plan is to provide employees of the ------- Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. 2. Definitions. ----------- (a) "Board" shall mean the Board of Directors of the Company.

Mediaplex Inc – 1997 STOCK OPTION PLAN (September 2nd, 1999)

Exhibit 10.4 INTERNET EXTRA CORPORATION 1997 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 1997 Stock Option Plan -------------------- are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated thereunder. Stock purchase rights may also be granted under the Plan. 2. Definitions. As used herein, the fo

Mediaplex Inc – COMMON STOCK PURCHASE WARRANT (September 2nd, 1999)

EXHIBIT 4.1 THE RIGHTS TO ACQUIRE SHARES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SALE OR DISPOSITION MAYBE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933. 500,000 Shares of January 11, 1999 Common Stock INTERNET EXTRA CORPORATION COMMON STOCK PURCHASE WARRANT THIS CERTIFIES that for value received, Timothy Favia (the "Holder"), is entitled prior to the Expiration Date (as defined below) to purchase and receive from Internet Extra Corporation (the "Company") up to 500,000 shares of the Company's common stock, without par value ("Common Stock"), at a purchase pr

Mediaplex Inc – INVESTORS' RIGHTS AGREEMENT (September 2nd, 1999)

EXHIBIT 10.13 INTERNET EXTRA CORPORATION INVESTORS' RIGHTS AGREEMENT This Investors' Rights Agreement (the "Agreement") is made as of this 30th day of July, 1999 by and among Internet Extra Corporation, a California corporation (the "Company"), and the undersigned holders of the Company's securities (the "Investors"). RECITALS A. Each of the Investors is a party to the Series C Preferred Stock Purchase Agreement dated on even date herewith (the "Series C Agreement"), pursuant to which such Investors are purchasing shares of Series C Preferred Stock of the Company (the "Series C Preferred"). B. In connection with the purchase and sale of the Series C Preferred, the Company desires to provide for certain rights of the Investors with respect to information about the Company and registration of the Common Stoc