FORM OF NEW SHAREHOLDER LETTER
January 22, 2001
DoubleClick Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxxx Xxxx, Esq.
Facsimile No: (000) 000-0000
Re: Shareholder Agreement, dated as of September 24, 2000 (the 'Shareholder
Agreement') and Shareholder Letter, dated as of November 17, 2000 (the
'Shareholder Letter'), each by and between the undersigned and
DoubleClick Inc. ('Parent')
Dear Xx. Xxxx:
The undersigned shareholder entered into (i) the Shareholder Agreement in
connection with the Agreement and Plan of Merger and Reorganization among
Parent, Atlas Merger Sub, Inc. and @xxxx.xxx ('Company'), as of September 24,
2000 (the 'Original Agreement') and (ii) the Shareholder Letter in connection
with the Amended and Restated Agreement and Plan of Merger and Reorganization
among Parent, Atlas Acquisition Corp., Atlas Merger Sub, Inc. and Company, as of
November 17, 2000 (the 'Amended Merger Agreement'). Terms used without
definition herein have the meaning ascribed thereto in the Shareholder Agreement
and the Shareholder Letter.
In connection with the execution and delivery of the Letter Agreement among
Parent, Atlas Acquisition Corp., Atlas Merger Sub, Inc. and Company, dated as of
the date hereof (the 'Letter Agreement'), which amends the Amended Merger
Agreement, the undersigned shareholder hereby:
1. Agrees that for purposes of this New Shareholder Letter, the term (a)
'Merger Agreement' shall refer to the Amended Merger Agreement, as amended
by the Letter Agreement, (b) 'Transaction' shall refer to the acquisition by
Parent of the outstanding securities of Company pursuant to either a
statutory merger of (i) Company with and into Atlas Acquisition Corp., (ii)
Atlas Acquisition Corp. with and into Company, or (iii) Company with and
into Parent, as set forth in the Merger Agreement, in which each outstanding
share of capital stock of Company will be converted into either a
combination of shares of common stock of Parent and cash, or all cash, as
set forth in the Merger Agreement, and (c) 'Proxy' shall refer to the
irrevocable proxy in the form attached hereto as Exhibit I.
2. Reaffirms all of its representations, warranties, covenants and
obligations under the Shareholder Agreement and the Shareholder Letter,
including, without limitation, its agreement to vote the Shares and any New
Shares in favor of the approval and adoption of the Merger Agreement and of
the Transaction.
3. Confirms that the entering into of the Letter Agreement is not an
amendment of the Original Agreement or the Amended Merger Agreement in a
manner materially adverse to its interests.
[The remainder of this page is intentionally left blank.]
Very truly yours,
SHAREHOLDER
...................................
Name:
Title:
Agreed to and accepted as of the date
first written above:
DOUBLECLICK INC.
By:
..................................
Name:
Title:
cc: Xxxxx X. Xxxxxxx, Esq.
Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Facsimile No: (000) 000-0000
EXHIBIT I
IRREVOCABLE PROXY TO VOTE STOCK OF @Xxxx.xxx
[ATTACHED]
IRREVOCABLE PROXY TO VOTE STOCK OF @Xxxx.xxx
The undersigned shareholder of @xxxx.xxx, a Tennessee corporation
('Company'), hereby irrevocably (to the full extent permitted by the Tennessee
Business Corporation Act) appoints the members of the Board of Directors of
DoubleClick Inc., a Delaware corporation ('Parent'), and each of them, or any
other designee of Parent, as the sole and exclusive attorneys and proxies of the
undersigned, with full power of substitution and resubstitution, to vote and
exercise all voting and related rights (to the full extent that the undersigned
is entitled to do so) with respect to the shares of capital stock of Company
indicated on the signature page hereto that are beneficially owned by the
undersigned (collectively, the 'Shares') in accordance with the terms of this
Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy,
any and all prior proxies given by the undersigned with respect to any Shares
are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Expiration Date (as defined
below).
This Irrevocable Proxy is irrevocable (to the extent provided in the
Tennessee Business Corporation Act), is coupled with an interest, and is granted
in consideration of Parent entering into that certain Letter Agreement (the
'Letter Agreement'), by and among Parent, Atlas Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent ('Merger Sub'), Atlas Merger
Sub, Inc., a Tennessee corporation and a wholly owned subsidiary of Parent, and
Company, which Letter Agreement amends the Amended and Restated Agreement and
Plan of Merger and Reorganization, by and among Parent, Merger Sub, Atlas Merger
Sub, Inc. and Company (as so amended by the Letter Agreement, the 'Merger
Agreement'). The Merger Agreement provides for the merger of either (i) Company
with and into Merger Sub, (ii) Merger Sub with and into Company or (iii) Company
with and into Parent (the 'Merger'). As used herein, the term 'Expiration Date'
shall mean the earlier to occur of (i) such date and time as the Merger shall
become effective in accordance with the terms and provisions of the Merger
Agreement, and (ii) the date of termination of the Merger Agreement.
The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, at any time prior to the Expiration
Date, to act as the undersigned's attorney and proxy to vote the Shares, and to
exercise all voting and other rights of the undersigned with respect to the
Shares (including, without limitation, the power to execute and deliver written
consents pursuant to the Tennessee Business Corporation Act), at every annual,
special or adjourned meeting of the shareholders of Company and in every written
consent in lieu of such meeting in favor of approval and adoption of the Merger
Agreement (provided the Merger Agreement shall not have been amended in a manner
materially adverse to the interests of the undersigned) and of the transaction
contemplated thereby.
The attorneys and proxies named above may not exercise this Irrevocable
Proxy on any other matter except as provided above. The undersigned shareholder
may vote the Shares on all other matters. All authority herein conferred shall
survive the death or incapacity of the undersigned and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
This Irrevocable Proxy is coupled with an interest as aforesaid and is
irrevocable.
Dated: January 22, 2001
.....................................
(Signature of Shareholder)
.....................................
(Print Name of Shareholder)
Shares beneficially owned:
____ shares of Company Common Stock
