FORM OF EXCHANGE AGREEMENTExchange Agreement • August 24th, 2005 • Valueclick Inc/Ca • Services-advertising agencies • Delaware
THIS EXCHANGE AGREEMENT, dated as of August [ ], 2005 (the "Agreement"), is by and between ValueClick, Inc., a Delaware corporation ("Parent"), and [ ] (the "Stockholder"), a [ ] and a stockholder of Fastclick, Inc., a Delaware corporation (the "Company"). Terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF EXCHANGE AGREEMENTExchange Agreement • August 24th, 2005 • Valueclick Inc/Ca • Services-advertising agencies • Delaware
THIS EXCHANGE AGREEMENT, dated as of August [ ], 2005 (the "Agreement"), is by and between ValueClick, Inc., a Delaware corporation ("Parent"), and [ ] (the "Stockholder"), a [ ] and a stockholder of Fastclick, Inc., a Delaware corporation (the "Company"). Terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF COVENANT NOT TO COMPETE AND CONFIDENTIALITY AGREEMENTCompete and Confidentiality Agreement • August 24th, 2005 • Valueclick Inc/Ca • Services-advertising agencies • California
THIS AGREEMENT (this "Agreement") is entered into as of August , 2005 by and among ValueClick, Inc., a Delaware corporation ("Parent"), FastClick, Inc., a Delaware corporation (the "Company"), FC Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and the undersigned employee of the Company ("Employee"). The Effective Time, as defined in the Merger Agreement, shall be the "Effective Date" of this Agreement.
