Stockholder Buy-Sell Agreement (17K)
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STOCKHOLDER BUY-SELL AGREEMENT
VALUECLICK, INC.
This Stockholder Buy-Sell Agreement ("the Agreement") is made and
entered into as of ______, by and between VALUECLICK, Inc., a Delaware
corporation ("the Company"), ________ (the "Stockholder").
RECITALS
WHEREAS, the Stockholder has received an option to purchase
shares of the capital stock ("Capital Stock") of the Company pursuant to the
grant by the Company's Board of Directors of an option under the Company's 1999
Stock Option Plan; and
WHEREAS, the Stockholder may exercise the right to purchase
shares of the Capital Stock pursuant to the terms of a written option agreement
issued to the Stockholder by the Company; and
WHEREAS, the Company desires to foster the continuity of its
business by having the right to purchase the shares subject to this Agreement
upon the occurrences of certain events; and
WHEREAS, the Stockholder, in consideration of the execution of
similar agreements by other holders of Capital Stock, is willing to grant the
Company the rights set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. INVESTMENT REPRESENTATIONS.
In connection with his/her purchase of Capital
Stock of the Company pursuant to the exercise, if ever, of any option or
options to purchase Capital Stock granted by the Board of Directors to
Stockholder on or after the date of this Agreement, Stockholder represents to
the Company the following:
INVESTMENT INTENT. Stockholder is purchasing
the stock solely for his/her own account for investment. Stockholder has no
present intention to resell or distribute the stock or any portion thereof.
The entire legal and beneficial interest of the stock is being purchased, and
will be held, for Stockholders account only, and neither in whole or in part
for any other person.
INFORMATION CONCERNING COMPANY. Stockholder is
aware of the Company's business affairs and financial condition and has
acquired sufficient information about the Company to make an informed and
knowledgeable decision to purchase the Capital Stock.
ECONOMIC RISK. Stockholder realizes that the
purchase of the stock will be a highly speculative investment and involves a
high degree of risk. Stockholder is able, without impairing his/her financial
condition, to hold the stock for an indefinite period of time and to suffer a
complete loss of his/her investment.
RESTRICTIONS ON TRANSFER. Stockholder
understands that the stock must be held indefinitely unless it is
subsequently registered under the Securities Act of 1933 or an exemption from
such registration is available. Stockholder understands that the certificate
evidencing the stock will be imprinted with a legend that prohibits the
transfer of the securities unless they are registered or unless the Company
receives an opinion of counsel reasonably satisfactory to the Company that
such registration is not required.
SALES UNDER RULE 144. Stockholder is aware of
the adoption of Rule 144 by the Securities and Exchange Commission (the
"Commission") promulgated under the Securities Act which permits limited
public resale of securities acquired in a non-public offering subject to the
satisfaction of certain conditions,
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including among other things: (i) the availability of certain current public
information about the Company, (ii) the resale occurring not less than one
year after the party has purchased and paid for the securities to be sold,
(iii) the sale being made through a broker in an unsolicited "broker's
transaction" or in transactions directly with a "market maker," and (iv) the
amount of securities sold during any three-month period not exceeding
specified limitations (generally 1% of the total shares outstanding).
LIMITATION ON RULE 144 SALES. Stockholder further
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