0001104659-06-021323 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG VALUECLICK, INC., HS ACQUISITION CORP., HI-SPEED MEDIA, INC.,
Agreement and Plan of Merger • March 31st, 2006 • Valueclick Inc/Ca • Services-advertising agencies • California

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of December 10, 2003 by and among ValueClick, Inc., a Delaware corporation (“Parent”), HS Acquisition Corp., a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Hi-Speed Media, Inc., a California corporation (the “Company”), the shareholders of the Company signatory hereto (the “Shareholders”) and Farshad Fardad, in his capacity as Shareholder Agent (as defined in Section 7.2(h)).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG VALUECLICK, INC., EBI ACQUISITION CORP., E-BABYLON, INC.,
Agreement and Plan of Merger • March 31st, 2006 • Valueclick Inc/Ca • Services-advertising agencies • Delaware

This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of June 10, 2005 by and among ValueClick, Inc., a Delaware corporation (“Parent”), EBI Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), E-Babylon, Inc., a California corporation (the “Company”) and Michael Zaya (the “Stockholder”).

KEY EMPLOYEE AGREEMENT
Key Employee Agreement • March 31st, 2006 • Valueclick Inc/Ca • Services-advertising agencies • California

This KEY EMPLOYEE AGREEMENT (the “Agreement”) is made and entered into as of the 8th day of October, 2002, by and between ValueClick, Inc. a Delaware corporation (the “Company” or “ValueClick”) and Scott Ray (“Executive”).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • March 31st, 2006 • Valueclick Inc/Ca • Services-advertising agencies • Delaware

THIS AGREEMENT (the “Agreement”) is made and entered into this day of November, 2005 between ValueClick, Inc., a Delaware corporation (the “Company”) and (“Indemnitee”).

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