INDEMNIFICATION AGREEMENTIndemnification Agreement • March 16th, 2005 • Fastclick Inc • Services-advertising • Delaware
THIS AGREEMENT is entered into, effective as , 2005 of by and between Fastclick, Inc., a Delaware corporation (the "Company"), and INDEMNITEE ("Indemnitee").
Shares FASTCLICK, INC. Common Stock, par value $0.001 per share FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2005 • Fastclick Inc • Services-advertising • New York
CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC. THOMAS WEISEL PARTNERS LLC JEFFRIES & COMPANY, INC. As Representatives of the Several Underwriters, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 and Citigroup Global Markets Inc. 388 Greenwich Street New York, N.Y. 10013
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF AUGUST 10, 2005 AMONG VALUECLICK, INC., FASTCLICK, INC. AND FC ACQUISITION SUB, INC.Agreement and Plan of Merger and Reorganization • August 11th, 2005 • Fastclick Inc • Services-advertising • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of August 10, 2005, is by and among Fastclick, Inc., a Delaware corporation (the “Company”), ValueClick, Inc., a Delaware corporation (“Parent”), and FC Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Acquisition”).
OFFICE LEASE AGREEMENT BETWEENOffice Lease Agreement • April 12th, 2005 • Fastclick Inc • Services-advertising
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of April 7, 2005, by and between, CA-10960 WILSHIRE LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and FASTCLICK, INC., a California corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit F-1 (Outline and Location of Temporary Space), Exhibit G (Parking Agreement), Exhibit H (Asbestos Notification), Exhibit I (Letter of Credit).
FASTCLICK, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH KURT A. JOHNSONEmployment Agreement • February 17th, 2005 • Fastclick Inc • Services-advertising • California
THIS AGREEMENT (this "Agreement") is made and effective as of January 1, 2005 (the "Effective Date"), between FASTCLICK, INC., a California corporation (the "Company"), and Kurt A. Johnson ("Executive").
INVESTORS' RIGHTS AGREEMENTInvestors' Rights Agreement • February 17th, 2005 • Fastclick Inc • Services-advertising • California
This INVESTORS' RIGHTS AGREEMENT is made as of the 27th day of September, 2004, by and among Fastclick.com, Inc., a California corporation (the "Company"), the investors listed on Schedule A hereto, each of which is herein referred to as an "Investor," and the shareholders listed on Schedule B hereto, as amended from time to time, each of which is herein referred to as a "Restricted Person."
August 24, 2005 Dear Stockholders:Fastclick Inc • August 24th, 2005 • Services-advertising
We are pleased to inform you that, on August 10, 2005, Fastclick, Inc. entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with ValueClick, Inc. ("ValueClick") and FC Acquisition Sub, Inc. ("Acquisition Sub"), a newly formed corporation and wholly owned subsidiary of ValueClick. Pursuant to the Merger Agreement, ValueClick has commenced an offer to acquire each issued and outstanding share of common stock, $0.001 par value, of Fastclick (the "Shares") in exchange for 0.7928 of a share of common stock, par value $0.001 per share, of ValueClick. If the exchange offer is successful, Acquisition Sub will thereafter be merged with and into Fastclick, with Fastclick surviving the merger and all of our Shares then-outstanding (other than Shares held by ValueClick, Acquisition Sub or Fastclick or stockholders who properly exercise appraisal rights, if any, under Delaware law) being cancelled and converted into the right to receive the same per share conside
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2005 • Fastclick Inc • Services-advertising • California
This EMPLOYMENT AGREEMENT (hereinafter referred to as the ("Agreement") is made and entered into as of the 2nd day of August 2004, the effective date of this agreement (hereinafter referred to as the "Effective Date"), by and between Fastclick.com, Inc., a California corporation (hereinafter referred to as the "Company"), and FRED KRUPICA (hereinafter referred to as "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • February 17th, 2005 • Fastclick Inc • Services-advertising • California
This EMPLOYMENT AGREEMENT (hereinafter referred to as the ("Agreement") is made and entered into as of December 1, 2004, the effective date of this agreement (hereinafter referred to as the "Effective Date"), by and between Fastclick.com, Inc., a California corporation (hereinafter referred to as the "Company"), and MICHAEL HUGHES (hereinafter referred to as "Executive").
RECAPITALIZATION AGREEMENT BY AND AMONG FASTCLICK.COM, INC., THE PURCHASERS NAMED HEREIN AND JEFF PRYOR AND DAVID GROSSRecapitalization Agreement • February 17th, 2005 • Fastclick Inc • Services-advertising • California
THIS RECAPITALIZATION AGREEMENT (this "Agreement") is made and entered into as of September 9, 2004 by and among Fastclick.com, Inc., a California corporation (the "Company"), the Persons listed on the Schedule of Purchasers attached hereto (each, a "Purchaser" and collectively, the "Purchasers") and Jeff Pryor, an individual, and David Gross, an individual (each, a "Founder" and collectively the "Founders"). The Company, the Purchasers and the Founders are sometimes collectively referred to herein as the "Parties" and individually as a "Party." Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in Section 6 below.
KEY EMPLOYEE AGREEMENTKey Employee Agreement • February 17th, 2005 • Fastclick Inc • Services-advertising • California
This KEY EMPLOYEE AGREEMENT (hereinafter referred to as the ("Agreement") is made and entered into as of the 11th day of February, 2004, by and between Fastclick.com, Inc., a California corporation (hereinafter referred to as the "Company") and JAMES AVIANI (hereinafter referred to as "Executive").
