0001080034-13-000025 Sample Contracts

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AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • August 20th, 2013 • Valueclick Inc/Ca • Services-advertising agencies • New York

THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of August 19, 2013, is entered into by and among VALUECLICK, INC., a Delaware corporation (the “Borrower”), VALUECLICK BRANDS, INC., a California corporation (“ValueClick Brands”), MEDIAPLEX, INC., a Delaware corporation (“Mediaplex”), COMMISSION JUNCTION, INC., a Delaware corporation (“Commission Junction”), each of the other entities which becomes a party hereto pursuant to Section 10.14 hereof (each of the foregoing, including the Borrower, ValueClick Brands, Mediaplex and Commission Junction, a “Grantor” and collectively, the “Grantors”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent on behalf of the Lenders (as defined in the Credit Agreement referred to below) and as collateral agent for any Affiliate of a Lender party to a Lender Rate Contract (as defined in the Credit Agreement referred to below) or providing Lender Bank Products (as defined in the Credit Agreement referred to below) (in such capac

AMENDED AND RESTATED GUARANTY AGREEMENT Dated as of August 19, 2013 by EACH GUARANTOR PARTY HERETO in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent
Guaranty Agreement • August 20th, 2013 • Valueclick Inc/Ca • Services-advertising agencies • New York

This AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”), dated as of August 19, 2013, is made by VALUECLICK BRANDS, INC., a California corporation (“ValueClick Brands”), MEDIAPLEX, INC., a Delaware corporation (“Mediaplex”) and COMMISSION JUNCTION, INC., a Delaware corporation (“Commission Junction”), and each of the other entities which becomes a party hereto pursuant to Section 4.15 hereof (each a “Guarantor” and collectively, the “Guarantors”) in favor of (1) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders as defined in the Credit Agreement referred to below and as collateral agent for any Affiliate of a Lender party to a Lender Rate Contract (as defined in the Credit Agreement referred to below) or providing Lender Bank Products (as defined in the Credit Agreement referred to below) (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and (2) each other holder of a Guaranteed Obligation.

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