EXHIBIT 10.5
LOAN AND SHARE ISSUANCE AGREEMENT
This Agreement (the "Agreement") is entered into as of 22 October 1998,
by and between ValueClick, LLC, a California limited liability company
("ValueClick") and Xxxxxxxx Xxxxxxxxxx ("Xxxxxxxxxx").
WHEREAS Xxxxxxxxxx intends to cause the incorporation of a Japanese joint
stock corporation (KABUSHIKI KAISHA) to be known as "ValueClick Japan Inc."
(the "Company") and immediately following its incorporation will be the
Company's representative director; AND WHEREAS the parties have agreed that
ValueClick will make a loan on the terms and conditions below (the "Loan") to
Xxxxxxxxxx to help him establish the Company.
NOW THEREFORE the parties intending to be legally bound hereby agree as
follows.
1. LOAN ADVANCE. Forthwith upon the execution of this Agreement, ValueClick
shall make the Loan by advancing the sum of Xxx Xxxxxxx Xxxxxxxx Xxxxxx
Xxxxxx Dollars (US$100,000) to Xxxxxxxxxx by wire transfer to a bank
account in Japan designated by Xxxxxxxxxx.
2. INTEREST AND REPAYMENT. The Loan shall bear interest at the rate of ten
percent (10%) per annum. Xxxxxxxxxx shall repay the Loan, both principal
and interest, forthwith upon demand by ValueClick.
3. SHARE ISSUANCE. Upon the Company's incorporation, Xxxxxxxxxx shall cause
the Company (a) to issue to ValueClick common shares in the Company
equivalent to thirty one and seven tenths percent (31.7%) of its issued and
outstanding capital stock (the "Shares") and (b) provide ValueClick with a
share certificate evidencing ValueClick's ownership of the Shares (the
"Certificate"). Xxxxxxxxxx shall determine the subscription price for the
Shares and shall pay such amount into the Company on ValueClick's behalf
out of the Loan advance.
The Company shall have no issued or authorized capital stock other than
common shares. ValueClick shall cooperate in the said share issuance by
executing such standard documents as may reasonably be required.
4. LOAN CANCELLATION. Notwithstanding anything in this Agreement, the Loan
shall be deemed cancelled and satisfied in full immediately upon the
Company's issuance of the Certificate. Thereafter, Xxxxxxxxxx shall not be
required to make any repayment of principal or interest on the Loan.
5. GOVERNING LAW. This Agreement shall be governed by and interpreted in
accordance with the laws of Japan.
ValueClick, LLC
/s/ Xxxxxxxx Xxxxxxxxxx /s/ [illegible]
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Xxxxxxxx Xxxxxxxxxx per Xxxxx Xxxxxx, President
