0001047469-05-004153 Sample Contracts

FASTCLICK, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH KURT A. JOHNSON
Employment 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").

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INVESTORS' RIGHTS AGREEMENT
Investors' 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."

EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Employment 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 GROSS
Recapitalization 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 AGREEMENT
Key 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").

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