PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION VERSION

PURCHASE AGREEMENT

BY AND AMONG

DOUBLECLICK INC.,

ALLIANCE DATA SYSTEMS CORPORATION

AND

ALLIANCE DATA FHC, INC.

Dated as of December 22, 2006

TABLE OF CONTENTS

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EXHIBITS

 iv

PURCHASE AGREEMENT

          This PURCHASE AGREEMENT, dated as of December 22, 2006, is by and among DoubleClick Inc., a Delaware corporation (“ Seller ”), on the one hand, and Alliance Data Systems Corporation, a Delaware corporation (“ Buyer ”), and Alliance Data FHC, Inc., a Delaware corporation (“ Buyer Subsidiary ”), on the other hand.

RECITALS

          WHEREAS, Seller, through its Data division (which consists of its Abacus and Data Management businesses), is engaged in the business of providing services relating to (i) the ownership, development and/or operation of cooperative databases which consist primarily of name, address and data of actual purchase transactions (e.g. value and timing of purchases) provided by a group of customers that is processed, modeled, analyzed, selected or otherwise manipulated primarily to create lists of persons’ names for direct mail purposes of such customers (the “ Alliance Business ”); and (ii) (A) the building and management of customer marketing databases for the purpose of storing and utilizing customer and/or prospect data for marketing campaigns and marketing communications and (B) list processing (the “ DMS Business ” and, together with the Alliance Business, the “ Business ”); and

          WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, upon the terms and subject to the conditions set forth herein, (a) the assets (other than assets excluded pursuant hereto) solely relating to the Business that are held by Seller (the “ Asset Purchase ”) and (b) all of the outstanding shares of capital stock and limited liability company membership interests (collectively, the “ Subsidiary Stock ”) of (i) Abacus Direct Europe BV (the “ Transferred Subsidiary ”), a private company with limited liability incorporated under the laws of the Netherlands ( Besloten Vennootschap met Beperkte Aansprakelijkheid ) that directly holds all of the equity in Abacus Direct (UK) Limited (UK) (“ Abacus UK ”), a limited liability company registered under the laws of England and Abacus Direct Ireland Limited (Ireland) (“ Abacus Ireland ”), a limited company registered under the laws of Ireland, and (ii) Abacus Direct LLC, a single member Delaware limited liability company, disregarded for federal income tax purposes (“ Contract HoldCo ”) that will hold the HoldCo Contracts (the “ Stock Purchase ”) (the Transferred Subsidiary, Abacus UK, Abacus Ireland and Contract HoldCo shall be referred to individually as a “ Transferred Entity ” and collectively as the “ Transferred Entities ”); and

          WHEREAS, prior to the Closing, Seller will have assigned and transferred certain of the Assumed Contracts to Contract HoldCo; and

          WHEREAS, in connection with the Asset Purchase and the Stock Purchase, Buyer will assume certain related liabilities with respect to the Business, the Purchased Assets (as defined below) and the Transferred Entities, as more fully set forth herein; and

          NOW THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements of the parties contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
DEFINITIONS

          1.1 Defined Terms . As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

          “ Action ” means any action, appeal, petition, plea, charge, complaint, suit, demand, litigation, arbitration, mediation, hearing, investigation or similar event, occurrence, or proceeding by or before any court or similar Governmental Authority or arbitral body.

          “ Affiliate ” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” means the possession of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “ Agreement ” means this Purchase Agreement, including all Exhibits and Schedules hereto (including the Disclosure Schedules), as the same may be amended, modified or supplemented from time to time in accordance with its terms.

          “ Ancillary Agreements ” means, collectively, (a) the Bill of Sale, (b) the HoldCo Assignment of Contracts, (c) the Buyer Assignment of Contracts, (d) the Assumption Agreement, (e) the Lease Agreement, (f) the Assignment of Intellectual Property, (g) the Share Transfer Deed, (h) the Escrow Agreement and (i) all other instruments, certificates and documents delivered by the parties pursuant to this Agreement, as each may be amended, modified or supplemented from time to time in accordance with its terms.

          “ Assumed Contracts ” means all:

     (i) Contracts listed on Schedule 1.1(a)(i);

     (ii) all Contracts (including, without limitation, any addendums, attachments, work orders, statements of work and similar supplements) (A) listed on Schedule 1.1(a)(ii)(A), which Contracts are to be assigned to Contract HoldCo prior to the Closing pursuant to the provisions of Section 3.5(a), (B) listed on Schedule 1.1(a)(ii)(B), which Contracts are to be assigned to Buyer upon the receipt of all required consents;

     (iii) all other Customer Contracts (including, without limitation, any addendums, attachments, work orders, statements of work and similar supplements) solely related to the Business (including, without limitation, the types of Customer Contracts listed on Schedule 1.1(a)(iii)), including any such Customer Contracts that Seller or its Affiliates entered into after the date hereof, which Customer Contracts Seller will provide to Buyer at least two Business Days prior to the Closing, and

     (iv) all other Contracts (other than (A) Contracts relating to Intellectual Property that are not Transferred Intellectual Property and (B) Excluded Assets) (including, without limitation, any addendums, attachments, work orders, statements of

work and similar supplements) to which Seller or its Affiliate is a party that are solely related to the Business (including, without limitation, the Contracts listed on Schedule 1.1(a)(iv)), including such Contracts that Seller or its Affiliates entered into after the date hereof, which Contracts Seller will provide to Buyer at least two Business Days prior to the Closing.

          “ Basis ” means any past or current fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction about which the relevant Person has Knowledge that forms or could form the basis for any specified consequence.

          “ Books and Records ” means copies of (a) all of Seller’s and its Affiliates’ books, records, and files pertaining exclusively to the Purchased Assets, the operation of the Business, the Business Employees or the Transferred Subsidiary prior to the Closing Date which are in the possession of the Business or the Transferred Subsidiary and (b) to the extent not included in clause (a) above, all of the Transferred Entities’ books, records and files and any books, records and files necessary for Buyer to operate the Business.

          “ Business Contractors ” means (i) individual independent contractors of Seller or the Transferred Entities who are identified on Schedule 4.9(a) and who are providing services to Seller or the Transferred Entities as of Closing and (ii) any individual independent contractors of Seller or the Transferred Entities hired after the date of this Agreement but prior to Closing who are providing services relating to the Business for Seller or the Transferred Entities as of Closing, which additional individual independent contractors will be set forth in a list that Seller will provide to Buyer in writing at least two Business Days prior to Closing pursuant to Section 6.2(j).

          “ Business Day ” means any day other than Saturday, Sunday or any day that is a legal holiday in the United States or a day in which banking institutions in New York are authorized by Law or other governmental action to close.

          “ Business Employees ” means (i) employees of Seller or the Transferred Entities who are identified on Schedule 4.9(a) and who are employed by Seller or the Transferred Entities as of Closing and (ii) any employees of Seller or the Transferred Entities hired after the date of this Agreement but prior to Closing who are employed in the Business by Seller or the Transferred Entities as of Closing, which additional employees will be set forth in a list that Seller will provide to Buyer in writing at least two Business Days prior to Closing pursuant to Section 6.2(j).

          “ California Action ” means the litigation titled Alliance Data Systems Corp. and Alliance Data Systems FHC v. Silverpop Systems , Index No. CPF-06-506640 (Cal. Sup. Ct., San Francisco Cty.).

          “ CIGNA Plan ” means the CIGNA medical plan (POS OPEN access plans including Basic, Core, and Buy-Up Plan) and the CIGNA dental plan (DHMO, PDO and PDO with ortho) maintained by Seller.

          “ Claim ” means any claim, demand, cause of action, chose in action, right of recovery, suit, litigation or proceeding against any Person.

          “ COBRA ” means the continuation coverage requirements set forth in Sections 601 et seq. of ERISA and Section 4980B of the Code.

          “ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

          “ Confidentiality Agreement ” means that certain confidentiality agreement, dated November 2, 2006, by and between Buyer and Seller.

          “ Contract ” means any contract, agreement, indenture, instrument, or commitment, whether oral or written.

          “ Copyrights ” means all copyrights, whether registered or unregistered, in published works and unpublished works, all pending applications to register the same, all registrations thereof, and all renewals thereof.

          “ Corporate Software ” means Software licensed from third parties used by Seller both in the Business and in its other businesses that is network or monitoring software, accounting software, general software development or control system software, general corporate/back office software, security software, support software, back up software, general information technology infrastructure software, or is used for the operation of equipment or hardware that is not included in the Purchased Assets.

          “ Customer Contract ” means any Contract with a customer of the Business.

          “ Disclosure Schedules ” means the disclosure schedules delivered by Seller to Buyer on the date hereof which, among other things, set forth certain exceptions to the representations and warranties contained in Article IV hereof. Each reference in this Agreement to any numbered Schedule is a reference to that numbered Schedule in the Disclosure Schedules.

          “ Email Purchase Agreement ” means the Purchase Agreement, dated as of February 13, 2006, between Seller, Buyer and Buyer Subsidiary, as amended or supplemented from time to time.

          “ Employee Records ” means, with respect to Buyer Employees, copies of all job-related employment documents with the exception of non-work-related medical records or other records the transfer of which to Buyer in connection with the acquisition of the Business and the Purchased Assets would be in violation of applicable Law.

          “ Encumbrance ” means any lien, pledge, charge, preemptive right, mortgage or other security interest.

          “ Equity Commitments ” means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights or other similar rights, (b) statutory pre-emptive rights or pre-emptive rights granted under a Person’s constituent

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documents and (c) stock appreciation rights, phantom stock, profit participation or other similar rights.

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          “ Excluded Assets ” means any and all assets, properties, rights or interests not described in the definition of Purchased Assets in this Section 1.1. For the avoidance of doubt, the Excluded Assets include, without limitation, the following:

     (a) the consideration delivered by Buyer to Seller pursuant to this Agreement;

     (b) all cash, cash equivalents, bank deposits, securities, bank accounts and other investments relating to operation of the Business or the Purchased Assets or generated by the Business or the Purchased Assets prior to the Closing;

     (c) all accounts receivable, other than the accounts receivable included in the definition of Purchased Assets;

     (d) any of Seller’s and its Affiliates’ corporate franchises, constituent documents, corporate seals, minute books and other corporate records, except for such franchises, constituent documents, seals, books and other records related to the Transferred Entities;

     (e) all capital stock of any Person, other than the stock of the Transferred Entities;

     (f) all of Seller’s and its Affiliates’ rights and remedies pursuant to this Agreement, the Ancillary Agreements and the Confidentiality Agreement;

     (g) all assets of Seller or any Affiliate of Seller not used solely in the operation of the Business;

     (h) all Contracts between or among Seller and its Affiliates;

     (i) except as set forth in Section 6.2 hereof, all assets relating to or funding any Seller Plan;

     (j) all refunds, credits or claims for refunds or credits related to Taxes for which Seller or any Affiliate thereof is liable;

     (k) all personnel records relating to any Business Employee or any other employee of Seller and its Affiliates, other than the Employee Records or other records specifically required by Law to be disclosed;

     (l) all insurance policies and binders relating to the Business or the Purchased Assets held by Seller and its Affiliates and all Claims, credits or rights thereunder;

     (m) all Intellectual Property that is not Transferred Intellectual Property, including all Corporate Software, De Minimis Software and the Patent titled “Method and system for sharing anonymous user information” (US Appln. No. 09/983,493);

     (n) all Fixtures and Equipment, other than the Fixtures and Equipment included in the definition of Purchased Assets; and

     (o) all Contracts relating to the maintenance of Fixtures and Equipment that are used by Seller both in the Business and in its other businesses.

          “ Excluded Receivables ” means all accounts receivable relating to any Contracts that are not included in the Purchased Assets.

          “ Existing Litigation ” means, collectively, the New York Action, the Subpoena Action, the Texas Action and the California Action.

          “ Fixtures and Equipment ” means all of the equipment, furniture, fixtures, furnishings, machinery and other tangible personal property owned by Seller.

          “ GAAP ” means generally accepted accounting principles and practices in effect from time to time in the United States of America.

          “ Governmental Authority ” means any court, government (federal, state, provincial, territorial, local, foreign or multinational) or other regulatory, administrative or governmental agency, authority or instrumentality.

          “ Governmental Order ” means any judgment, decision, consent decree, injunction, ruling, writ or other Order of or entered by any Governmental Authority that is binding on any Person or its property under applicable Law.

          “ HoldCo Contracts ” means those Customer Contracts set forth on Schedule 1.1(a)(ii)(A) that will be assigned to Contract HoldCo prior to the Closing pursuant to the provisions of Section 3.5(a).

          “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

          “ Intellectual Property ” means any Trademarks, Patents, Copyrights, Software and Trade Secrets, including all proprietary rights related to the foregoing.

          “ Know-How ” means information, knowledge, experience, formulae, data flow, charts, designs, diagrams and all other information of a like nature.

          “ Laws ” means any laws, statutes, ordinances, regulations, rules, executive orders, court decisions and orders of any Governmental Authority.

          “ Liabilities ” means any direct or indirect liability, indebtedness, obligation, commitment, expense, Claim, deficiency, guaranty or endorsement of or by any Person of any type, whether accrued or unaccrued, absolute or contingent, matured or unmatured, liquidated or unliquidated, asserted or unasserted, known or unknown, whenever arising, including all costs and expenses relating thereto, and including, without limitation, those liabilities, indebtedness and obligations arising under any Law, Claim, threatened Claim, Governmental Order or any award of any arbitrator of any kind, and those arising under any Contract, agreement, commitment or undertaking.

          “ Loan Documents ” has the meaning ascribed to such term in each of (i) the First Lien Credit Agreement, dated as of July 13, 2005, among Click SubCo Corp., Seller, the several banks and other financial institutions or entities from time to time parties thereto, Bear, Stearns & Co. Inc. and Credit Suisse, as joint lead arrangers and joint bookrunners, Credit Suisse, as syndication agent, and Bear Stearns Corporate Lending Inc., as administrative agent and as collateral agent and (ii) the Second Lien Credit Agreement, dated as of July 13, 2005, among Click SubCo Corp., Seller, the several banks and other financial institutions or entities from time to time parties thereto, Bear, Stearns & Co. Inc. and Credit Suisse, as joint lead arrangers and joint bookrunners, Credit Suisse, as syndication agent, AbleCo Finance LLC, as documentation agent, and Bear Stearns Corporate Lending Inc., as administrative agent and as collateral agent.

          “ Losses ” means any and all actual costs, losses, damages, Liabilities, penalties and expenses (including reasonable legal fees and out-of-pocket disbursements).

          “ Material Adverse Effect ” means any material adverse effect on the assets, financial condition or results of operations of the Business, taken as a whole, that was not reasonably foreseeable at the date hereof; provided that any such change or effect arising out of or resulting from (a) any change in market, economic or political conditions generally or in the industries in which the Business operates, whether as the result of an act of war or terrorism or otherwise, (b) any change in Law, rule, regulation or GAAP or interpretations thereof, (c) any adverse change in or effect on the Business or the Purchased Assets which is cured to Buyer’s reasonable satisfaction (including by the payment of money) by Seller or an Affiliate of Seller before the termination of this Agreement in accordance with its terms or (d) this Agreement or the transactions contemplated hereby, including, without limitation, the announcement or pendency thereof, shall not be considered when determining whether a Material Adverse Effect has occurred and shall not constitute a Material Adverse Effect.

          “ New York Action ” means the litigation titled Alliance Data Systems Corp. and Alliance Data FHC, Inc. v. DoubleClick, Inc. , No. 602559/06 (N.Y. Sup. Ct. N.Y. Cty.) and all appeals from such Action.

          “ Open Source Software ” means any Software that is generally available to the public in source code form.

          “ Order ” means any order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction, or other similar determination or finding by, before, or under the supervision of any Governmental Authority, arbitrator or mediator.

          “ Patents ” means all (a) patents, patent applications, and patent disclosures and all extensions, reissues, divisionals, continuations, continuations-in-part, reissues, and reexaminations thereto, and (b) business methods, inventions, and discoveries whether or not patentable.

          “ Permits ” means all licenses, permits, orders, consents, approvals, registrations, authorizations and qualifications with any Governmental Authority or under any Law.

          “ Permitted Encumbrances ” means (a) Encumbrances imposed by Law, such as carriers’, warehousemen’s, mechanics’, materialmen’s, landlords’, laborers’, suppliers’ and vendors’ liens incurred in the ordinary course of business consistent with past practice and securing obligations which are not yet due or which are being contested in good faith, (b) Permitted Tax Liens, (c) zoning, entitlement, conservation restriction and other land use and environmental regulations imposed by Governmental Authorities, (d) easements, covenants, rights-of-way or similar restrictions of record, (e) liens under the Loan Documents (which liens will terminate with respect to the Purchased Assets from and after the Closing), (f) such other Encumbrances or imperfections in or failure of title which would not reasonably be expected to materially impair the value or Seller’s ability to use any affected asset, and (g) any extensions, renewals and replacements of any of the foregoing.

          “ Permitted Tax Liens ” means (a) Encumbrances securing the payment of Taxes which are either not delinquent or which are being contested in good faith by appropriate proceedings and (b) Encumbrances for current Taxes not yet due and payable.

          “ Person ” means an individual, a partnership, a corporation, a limited liability company, a trust, an unincorporated organization, a Governmental Authority or any other entity.

          “ Preliminary Injunction ” means the three orders entered by the New York Supreme Court in the New York Action on August 30, 2006 and October 26, 2006.

          “ Purchased Assets ” means all of Seller’s and its Affiliates’ right, title and interest in and to the following assets of the Business:

     (a) the Assumed Contracts;

     (b) the accounts receivable set forth on Schedule 1.1(b) (unless settled in the ordinary course prior to the Closing) and those incurred in the ordinary course of the Business prior to the Closing, such that Buyer receives the accounts receivable of the Business as of the Closing Date;

     (c) the Fixtures and Equipment set forth in Schedule 1.1(c);

     (d) the leased personal computers and related equipment used solely by Buyer Employees set forth in Schedule 1.1(d);

     (e) Books and Records, except to the extent they contain trade secrets of Seller or its Affiliates not used primarily in the Business and not necessary for the operation of the Business;

     (f) the Transferred Intellectual Property;

     (g) goodwill that is related solely to the Business;

     (h) all funded assets held under the Transferred Entity Plans;

     (i) any security deposits associated with the Contracts set forth on Schedule 4.15(b); and

     (j) all of Buyer’s and its Affiliates’ rights and remedies pursuant to this Agreement, the Ancillary Agreements and the Confidentiality Agreement.

          Notwithstanding the foregoing, the Purchased Assets shall not include any of the Excluded Assets.

          “ Representative ” means, with respect to any Person, any officer, director, principal, manager, member, attorney, agent, employee or other authorized representative of such Person.

          “ Retained Liabilities ” means the following Liabilities of Seller and its Affiliates which will not be assumed by Buyer:

          (a) all Liabilities of Seller and its Affiliates related solely to Excluded Assets;

          (b) all Liabilities of Seller and its Affiliates (other than the Transferred Entities) for Taxes related to the Purchased Assets and the Business for periods ending on or prior to the Closing Date;

          (c) all Liabilities arising under or with respect to Seller Plans (other than any Transferred Entity Plans), except as otherwise set forth in Sections 2.2 or 6.2 hereof or Schedule 2.2(a);

          (d) subject to and except as set forth in Sections 2.2 or 6.2 hereof, all Liabilities for wages, or other benefits, overtime, workers compensation benefits, occupational safety and health liabilities and other similar Liabilities, including, without limitation, any other employment or employment related matters asserted under Laws respecting employment or employment practices in respect of Business Employees relating to the periods before the Closing Date;

          (e) all Liabilities of Seller and its Affiliates relating to any indebtedness for borrowed money;

          (f) all Liabilities of Seller and its Affiliates relating to any broker, finder, investment banker or similar agent retained by Seller or its Affiliates in connection with the transactions contemplated hereby; and

          (g) all Liabilities of Seller under this Agreement.

          “ Seller Plans ” means all employee benefit plans (as defined in Section 3(3) of ERISA, whether or not subject to ERISA) and all other stock option, stock purchase, restricted stock, bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employment, retention, termination, severance, change of control, compensation, life insurance, workers’ compensation, unemployment benefits, vacation, sick leave, disability, salary continuation, medical, health or other plans, agreements, policies or arrangements maintained or contributed to by, or required to be maintained or contributed to by, Seller or any of its Affiliates that cover, or otherwise provide any benefit to a Business Employee or former employee of the Business.

          “ Seller Restricted Business ” means the ownership, development and/or operation of a cooperative database which consists primarily of name, address and data of actual purchase transactions (e.g. value and timing of purchases) provided by a group of customers that is processed, modeled, analyzed, selected or otherwise manipulated primarily to create lists of persons’ names for direct mail purposes of such customers (which excludes online display, search, affiliate, network or other similar online advertising purposes).

          “ Software ” means computer software or middleware (source code and object code), including customizations, modifications and configurations thereof and data and related documentation.

          “ Subpoena Action ” means the litigation titled In the Matter of the Application of Akin Gump Strauss Hauer & Feld LLP for an Order to Take the Deposition of DoubleClick, Inc. For Use in an Action Pending in the State of Texas Entitled Alliance Data Systems Corporation and Alliance Data FHC, Inc. v. Silverpop Systems, Inc., No. 113284/06 (N.Y. Sup. Ct. N.Y. Cty.).

          “ Taxes ” means all federal, state, provincial, local or foreign taxes (including franchise taxes), charges, fees, levies or other assessments imposed by any Taxing Authority and based on or measured solely with respect to net income or profits, including any interest, penalties or additions attributable or imposed with respect thereto, and all taxes, charges, levies, fees or other assessments, including, but not limited to, transfer, gross receipt, sales, use, customs duties, goods and services, service, occupation, ad valorem, property, capital, payroll, personal property, excise, severance, premium, stamp, documentary, license, registration, social security, employment, unemployment, disability, workers’ compensation premiums, employer health tax levies, employment insurance premiums, environmental (including taxes under Section 59A of the Code), add-on, value-added, withholding (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return therefor), commercial rent and occupancy taxes, and any estimated taxes, deficiency assessments, interest, penalties and additions to tax or additional amounts in connection therewith, imposed by any Taxing Authority.

          “ Tax Return ” means any return, report or similar statement or form required to be filed with respect to any Tax (including any attached schedules and related or supporting information), including, without limitation, any information return, claim for refund, amended return or declaration of estimated Tax.

          “ Taxing Authority ” means any Governmental Authority responsible for the imposition of any Tax or exercising Tax regulatory authority.

          “ Texas Action ” means the litigation titled Alliance Data Systems Corporation and Alliance Data FHC, Inc. v. Silverpop Systems, Inc. , No. 06-06842-K (Dallas County, Texas).

          “ Threatened ” means a demand or statement has been made in writing or a written notice has been given.

          “ Trade Secrets ” means all trade secrets and confidential proprietary business and technical information (including ideas, research and development, Know-How, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer lists and business and marketing plans and proposals).

          “ Trademarks ” means all registered and unregistered trademarks, service marks, trade dress, logos, trade names, corporate names, domain names and other source identifiers, and all applications, registrations, and renewals in connection therewith, along with the goodwill of any businesses symbolized thereby.

          “ Transferred Intellectual Property ” means (i) all Patents, Trademarks, Copyrights and Software listed on Schedule 1.1(e), (ii) all Trade Secrets, unregistered Trademarks and unregistered Copyrights used exclusively in the operation of the Business, (iii) all Contracts listed on Schedule 1.1(a)(i) and (iv) all licenses for Software licensed from third parties which are used exclusively in the operation of the Business (other than any licenses for Corporate Software or De Minimis Software or that are granted pursuant to an agreement used both in the Business and in one or more of Seller’s other businesses). For the avoidance of doubt, the Transferred Intellectual Property shall not include the DOUBLECLICK Trademark or any Trademarks similar thereto.

          “ Transition Services Agreement ” means the Transition Services Agreement, dated as of April 3, 2006, by and between Seller, Buyer and Buyer Subsidiary, as amended or supplemented from time to time.

          “ Viral Software ” means any Open Source Software licensed to Seller under a license agreement that requires, as a condition of being distributed or otherwise, that the source code for Software that uses such Open Source Software be made available to licensees to whom such Software is distributed, including without limitation any Open Source Software licensed under the GNU Public License, the GNU Library (or Lesser) General Public License, or the Mozilla Public License.

          1.2 Other Defined Terms . The following terms shall have the meanings defined for such terms in the Sections set forth below:

     1.3 Seller’s Knowledge . Whenever a phrase herein is qualified by “to Seller’s Knowledge” or a similar phrase, it shall mean the actual knowledge of the employees of Seller listed in Schedule 1.3 after due investigation of Seller employees responsible for the Business.

ARTICLE II
PURCHASE AND SALE OF ASSETS AND SUBSIDIARY STOCK

          2.1 Transfer of Assets and Subsidiary Stock; Designation of Buyer Subsidiary .

          (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver, or will cause its Affiliates to sell, convey, transfer, assign and deliver, to Buyer, and Buyer shall purchase and acquire from Seller and its Affiliates, all of Seller’s and its Affiliates’ right, title and interest in and to the Purchased Assets and the Subsidiary Stock. Notwithstanding anything herein to the contrary, Buyer shall not acquire any rights to the Excluded Assets.

          (b) Subject to Section 10.4, Buyer shall be entitled to designate in writing one or more wholly-owned subsidiaries of Buyer to receive, in total, all (but not less than all) of Seller’s and its Affiliates’ right, title and interest in and to the Purchased Assets and the Subsidiary Stock; provided , however , that Buyer shall remain fully responsible for the performance of all of its obligations hereunder as if no such designation had been made.

          2.2 Assumption of Liabilities . Upon the terms and subject to the conditions set forth in this Agreement, from and after the Closing, Buyer shall assume, pay, perform and

discharge in due course each of the following Liabilities, other than Retained Liabilities (the “ Assumed Liabilities ”):

          (a) all Liabilities (i) with respect to Business Employees and Business Contractors for which Buyer is responsible pursuant to Section 6.2, (ii) arising on, in connection with or after the Closing with respect to Business Employees (regardless of whether such Business Employees become Buyer Employees, but only to the extent such Business Employees do not continue their employment with Seller following the Closing), including, without limitation, any notification, consultation, severance, termination or long service entitlement obligations with respect to such Business Employees with respect to any termination of employment occurring on or after the Closing, but excluding (x) any retention or change-of-control bonus payments that may become payable under the retention agreements listed under the heading “Employment Agreements, Retention Agreements and Miscellaneous” on Schedule 4.9(b) ( provided , however , that any severance obligations under such retention agreements arising on, in connection with or after the Closing shall constitute an Assumed Liability) and (y) any payments, and reimbursement obligations relating thereto, set forth on Schedule 2.2(a), and (iii) with respect to the Seller Plans that are maintained or sponsored by the Transferred Entities (the “ Transferred Entity Plans ”) as set forth in Schedule 4.9(b).

          (b) all Liabilities for Taxes with respect to (i) the Business (other than with respect to the Transferred Entities) or the Purchased Assets (other than those Taxes for which Seller is liable pursuant to Section 2.6 hereof and those Taxes included in Retained Liabilities), (ii) the Business Employees on or after the Closing Date and (iii) all Liabilities with respect to any Tax that may be imposed by any Governmental Authority or Taxing Authority on the ownership, sale, operation or use of the Business (other than with respect to the Transferred Entities) or the Purchased Assets on or after the Closing Date;

          (c) all Liabilities arising out of, relating to or in connection with any Claim involving or relating to the Business, the Purchased Assets, the Transferred Entities or the Subsidiary Stock;

          (d) all accounts payable relating to the Business, the Purchased Assets, the Transferred Entities or the Subsidiary Stock as set forth on Schedule 2.2(d) (unless settled in the ordinary course prior to the Closing) and those incurred in the ordinary course of the Business prior to the Closing, such that Buyer assumes the accounts payable of the Business as of the Closing Date;

          (e) without limiting Section 3.5, all Liabilities under the Assumed Contracts;

          (f) without limiting the generality of the foregoing, all Liabilities arising out of or relating to the ownership, sale, operation or use of the Business, the Purchased Assets, the Transferred Entities or the Subsidiary Stock after the Closing; and

          (g) all Liabilities of Buyer under this Agreement.

Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the Retained Liabilities.

          2.3 Purchase Price . The purchase price for the Purchased Assets and the Subsidiary Stock (the “ Purchase Price ”) shall be (a) an amount in cash equal to four hundred thirty five million dollars ($435,000,000) (the “ Cash Amount ”), plus (b) the amounts payable to Seller pursuant to Section 6.2(k), plus (c) the cost of the Work (as defined in the Lease Agreement) (subject to a maximum cost of $400,000) plus (d) the assumption of the Assumed Liabilities.

          2.4 Allocation of Purchase Price

          (a) Seller and Buyer agree that as soon as reasonably practical after the Closing, and prior to the filing of any Tax Return which includes information related to the transactions contemplated by this Agreement, the Purchase Price shall be allocated among the Purchased Assets (including the assets held by Contract HoldCo) and the Subsidiary Stock (other than the limited liability company interests of Contract HoldCo), and the portion of such Purchase Price allocated to the Purchased Assets shall be further allocated among such assets, with all such allocations made in accordance with an allocation schedule (the “ Purchase Price Allocation Schedule ”) proposed by Seller and reasonably acceptable to Buyer, which shall be prepared in a manner required by Section 1060 of the Code and other applicable Law and delivered by Seller to Buyer within thirty (30) days after the Closing. Within fifteen (15) days after Buyer’s receipt of such schedule, Seller and Buyer shall discuss the allocation of the Purchase Price and attempt in good faith to reach agreement with respect thereto. Seller and Buyer shall jointly agree to obtain the services of an independent appraiser (the “ Independent Appraiser ”) to assist the parties in determining the fair value of the Purchased Assets if agreement is not reached with respect to the Purchase Price Allocation Schedule. If such an appraisal is made, both Seller and Buyer agree to accept the Independent Appraiser’s determination of the fair value of the Purchased Assets. The parties shall jointly select the Independent Appraiser. The cost of the appraisal shall be borne equally by Seller and Buyer. If agreement is reached with respect to the allocation of the Purchase Price, Seller and Buyer shall prepare mutually acceptable and substantially identical IRS Form 8594 “Asset Acquisition Statements Under Section 1060” consistent with the Purchase Price Allocation Schedule, which the parties shall use to report the transactions contemplated by this Agreement to the applicable Taxing Authorities, and the parties shall not take any position inconsistent therewith on any Tax Return or before any Taxing Authority. Each of Seller and Buyer agree to provide the other promptly with any other information required to complete IRS Form 8594.

          (b) Any payment made after the Closing Date pursuant to this Agreement, shall, to the extent traceable to a particular asset as mutually agreed upon by Buyer and Seller, be allocated to, and thereby increase or decrease as the case may be, the portion of the Purchase Price allocated to such asset. To the extent that any such post-closing payment cannot be traced to any particular transferred asset, such payment shall be apportioned to fixed and/or intangible assets as mutually agreed upon by Buyer and Seller. After making the purchase price adjustments contemplated by this Section 2.4(b), Seller shall promptly furnish Buyer with a revised Purchase Price Allocation Schedule.

          2.5 Closing Costs; Transfer Taxes and Fees (a) . Buyer shall be responsible for and shall pay (a) all sales, use, transfer and similar Taxes and fees, if any, imposed by reason of the transfer of the Business, the Purchased Assets, the Transferred Entities and the Subsidiary

Stock provided hereunder (and any deficiency, interest or penalty asserted with respect thereto) and (b) all recording, filing and registration fees or other charges in connection with or as a direct result of the transfer of the Business, the Purchased Assets, the Transferred Entities or the Subsidiary Stock(collectively, the “ Transfer Fees ”); provided that the costs referred to in Article 5 of the Share Transfer Deed shall not exceed € 1,500. Buyer shall indemnify, defend, and hold harmless Seller and its Affiliates with respect to such Transfer Fees. Buyer shall file all necessary documentation and Tax Returns with respect to such Transfer Fees and Seller shall reasonably cooperate upon Buyer’s request.

          2.6 Proration and Certain Related Tax Matters .

          (a) Proration . Except as provided in this Agreement, Buyer and Seller agree that the real property, intangible and personal property Taxes levied on or with respect to the Business (other than with respect to the Transferred Entities) or Purchased Assets will be prorated as of the Closing Date, with Seller or an Affiliate of Seller liable to the extent such items relate to (i) any time period ending on or prior to the Closing Date and (ii) any time period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such time period ending on the Closing Date (such portion, a “ Pre-Closing Partial Period ”) (the sum of all such amounts for which Seller or an Affiliate of Seller is liable, the “ Seller Proration Amount ”), and Buyer liable to the extent such items relate to (i) any time period beginning after the Closing Date and (ii) any time period beginning before the Closing Date and ending after the Closing Date, but only with respect to the portion of such time period beginning after the Closing Date (such portion, a “ Post-Closing Partial Period ”) (the sum of all such amounts for which Buyer is liable, the “ Buyer Proration Amount ”).

          (b) Calculation . In connection with the prorations referred to in clause (a) above, all real property, intangible and personal property Taxes levied with respect to the Business (other than with respect to the Transferred Entities) or Purchased Assets for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between Seller on the one hand and Buyer on the other hand based on the number of days of the Pre-Closing Partial Period and the number of days of the Post-Closing Partial Period. In the event that actual figures are not available at the time of calculation, the proration shall be based upon the actual Taxes or fees for the preceding year (or appropriate period) for which actual Taxes or fees are available and such Taxes or fees shall be re-prorated and payment attributable to such re-proration shall be made within twenty (20) days of the date that the actual final amounts become available. Seller and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 2.6.

          (c) Tax Returns . With respect to Taxes to be prorated in accordance with this Section 2.6, Seller shall prepare and timely file all Tax Returns required to be filed after the Closing with respect to the Business (other than with respect to the Transferred Entities) or Purchased Assets wherein proration is required as a result of Seller’s and its Affiliates’ ownership of said assets prior to the Closing Date, if any, and shall duly and timely pay the Seller Proration Amount (and Buyer shall pay the Buyer Proration Amount to Seller). Seller’s preparation of any such Tax Returns shall be subject to Buyer’s approval. Seller shall make such

Tax Returns available for Buyer’s review and approval no later than thirty (30) Business Days prior to the due date for filing such Tax Return.

          (d) Cooperation . Each of Buyer and Seller shall provide the other with such assistance as may reasonably be requested by the other party in connection with the preparation of any Tax Return, any audit or other examination by any Taxing Authority, or any judicial or administrative proceedings relating to Liability for Taxes with respect to the Business, Purchased Assets, Transferred Entities or Subsidiary Stock. Any information obtained pursuant to this Section 2.6(d) or pursuant to any other Section hereof providing for the sharing of information or review of any Tax Return or other schedule relating to Taxes shall be kept confidential by the parties hereto in accordance with the Confidentiality Agreement.

          2.7 Taxes of Transferred Entities.

          (a) Taxable Periods Ending on or Before the Closing Date . Seller shall be liable for, and shall indemnify and hold Buyer and the Transferred Entities harmless from, all Taxes for any taxable year or taxable period ending before the Closing Date due or payable by a Transferred Entity.

          (b) Taxable Periods Commencing on or after the Closing Date . Buyer shall be liable for, and shall indemnify and hold Seller harmless from, all Taxes for any taxable year or taxable period commencing on or after the Closing Date due or payable by a Transferred Entity.

          (c) Taxable Period Commencing before the Closing Date and ending after the Closing Date . Buyer shall cause the Transferred Entities to pay all Taxes due for any taxable year or taxable period commencing before and ending after the Closing Date (the “ Closing Period ”). Upon the receipt of timely notice from Buyer, Seller shall pay to the Transferred Entities prior to the date that any payment for such Taxes is due, an amount equal to the Taxes that would have been due if the Closing Period had ended on the day immediately preceding the Closing Date.

          (d) Tax Refunds or Credits . Any refunds or credits of Taxes, to the extent that such refunds or credits are attributable to taxable periods ending before the Closing Date shall be for the account of Seller. To the extent that such refunds or credits are attributable to taxable periods beginning on or after the Closing Date, such refunds or credits shall be for the account of Buyer. To the extent that such refunds or credits are attributable to Taxes for the Closing Period, such refunds or credits shall be for the account of the party who bears responsibility for such Taxes, pursuant to the provisions of Section 2.7(c). Buyer shall cause the Transferred Entities to promptly forward to Seller any such refunds or credits due Seller, after receipt thereof by Buyer or the Transferred Entities. Seller shall promptly forward to the Transferred Entities any refunds or credits due the Transferred Entities, after receipt thereof by the Seller.

          (e) Tax Returns .

     (i) Seller shall be responsible for all Tax Returns of the Transferred Entities required to be filed by Law with respect to periods that end before the Closing Date. Seller shall provide such Tax Returns to Buyer at least thirty (30) Business Days prior to

the due date of such Tax Returns, and such Tax Returns shall be subject to the approval of Buyer, such approval not to be unreasonably withheld.

     (ii) Buyer shall be responsible for all Tax Returns of the Transferred Entities with respect to the Closing Period. Buyer shall consult with Seller with respect to the preparation of such Tax Returns, shall provide a copy of such Tax Returns to Seller at least thirty (30) Business Days prior to the due date of such returns, and such returns shall be subject to the approval of Seller, such approval not to be unreasonably withheld.

     (iii) With respect to Tax Returns of the Transferred Entities for periods beginning on or after the Closing Date, Buyer shall be responsible for all such Tax Returns of the Transferred Entities.

     (f) Audit Examination .

     (i) Upon receipt of notice (“ Audit Notice ”) of an audit relating to the Transferred Entities for a period that ends before the Closing Date, Buyer shall, within thirty (30) Business Days of the receipt of such Audit Notice, provide notice to Seller of such audit, provided that such failure to provide Audit Notice hereunder shall not affect Buyer’s right to indemnification hereunder, except to the extent that Seller is materially prejudiced by such delay. Seller shall have the opportunity upon written notice to Buyer to assume such contest and Buyer shall to the extent legally permissible execute any powers of attorney or similar documents to allow Seller to control such contest. With respect to any audit for which Seller has assumed control, Seller shall keep Buyer apprised of material issues in the audit and shall consult in good faith with Buyer in respect of such issues, provided, further that Seller shall not settle any such audit without the consent of Buyer, such consent not to be unreasonably withheld.

     (ii) In respect of any periods commencing before the Closing Date and ending after the Closing Date, Buyer shall keep Seller apprised of material issues in the audit that relate to Seller’s indemnification obligations and shall consult in good faith with Seller in respect of such issues, provided, further that Buyer shall not settle any such audit without the consent of Seller, such consent not to be unreasonably withheld.

          (g) Survival. The indemnities provided in this Section 2.7 shall survive the Closing until the first anniversary of the Closing Date and then expire.

          (h) Tax Claims . Notwithstanding any other provisions of this Agreement, the following provisions shall apply with respect to any Tax Claim:

     (i) If a claim shall be made by any Taxing Authority, which, if successful, might result in an indemnity payment to an indemnified party pursuant to this Section 2.7, then such indemnified party shall give timely notice to the indemnifying party in writing of such claim and of any counterclaim the indemnified party proposes to assert (a “ Tax Claim ”); provided, however, the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party has been materially prejudiced as a result of such failure.

     (ii) With respect to any Tax Claim relating to a period ending before the Closing Date, Seller shall, solely at its own cost and expense, control all proceedings and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Notwithstanding the foregoing, Seller shall not settle such Tax Claim without the prior written consent of Buyer, which consent shall not be unreasonably withheld, and Buyer, and counsel of its own choosing, shall have the right to participate fully in all aspects of the prosecution or defense of such Tax Claim if it reasonably determines that such Tax Claim could have a material adverse impact on the Taxes of any of the Transferred Entities in a taxable period beginning on or after the Closing Date.

     (iii) Seller and Buyer shall jointly control and participate in all proceedings taken in connection with any Tax Claim relating to Taxes of the Transferred Entities for a Closing Period, and shall bear their own respective costs and expenses. Neither Seller nor Buyer shall settle any such Tax Claim without the prior written consent of the other.

     (iv) Buyer shall control all proceedings with respect to any Tax Claim relating to a period beginning on or after the Closing Date and may make all decisions taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority with respect thereto, and may, in its sole discretion, either pay the Tax claimed and sue for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner.

     (v) To the extent any indemnification provided in this Section 2.7 is covered by insurance or any other right to indemnity held by any indemnified party, such indemnified party shall only be entitled to indemnification pursuant to this Section 2.7 with respect to the amount of Taxes in excess of the net cash proceeds received by such indemnified party pursuant to such insurance or such other right to indemnity. If, following the receipt of any indemnity payments pursuant to this Section 2.7, the indemnified party obtains any insurance or indemnity recovery from a third party insurance provider or third party indemnitor with respect to such Taxes, then such indemnified party shall promptly pay over to the indemnifying party the amount of the net cash proceeds received by such indemnified party pursuant to such insurance or indemnity up to, but not in excess of, the amount of the indemnity payments made by the indemnifying party pursuant to such Taxes. The parties agree that no insurance company or third party indemnitor shall have any right of subrogation under this Section 2.7 and the parties agree that this Section 2.7 is not for the benefit of any third party insurance provider or third party indemnitor.

ARTICLE III
CLOSING

          3.1 Closing . Unless this Agreement shall have been terminated in accordance with Section 10.1 hereof, the closing of the purchase and sale of the Purchased Assets and the Subsidiary Stock, the assumption of the Assumed Liabilities and the consummation of the other transactions contemplated herein (the “ Closing ”) shall be held at 10:00 a.m., New York time, at the offices of Simpson Thacher & Bartlett LLP, at 425 Lexington Avenue, New York, NY 10017, on the third Business Day following the satisfaction or waiver of all of the conditions precedent to the obligations of the parties set forth in Articles VII and VIII (other than conditions which are not capable of being satisfied until the Closing Date) (the “ Closing Date ”), unless the parties hereto otherwise agree in writing. Notwithstanding the foregoing, the closing of the purchase, sale and transfer of the shares in the capital of the Transferred Subsidiary (the “ Transferred Subsidiary Shares ”) shall be held concurrently with the Closing at the offices of Houthoff Buruma N.V. at Gustav Mahlerplein 50, 1082 MA Amsterdam.

          3.2 Payment of Purchase Price . At the Closing, Buyer will pay to Seller an amount in cash equal to the Cash Amount plus $200,000 (which amount represents payment for a portion of the costs of the Work (as defined in the Lease Agreement)), by wire transfer of immediately available funds to an account designated in writing by Seller at least two Business Days prior to the Closing.

          3.3 Escrow . At the Closing, Buyer, Seller and an escrow agent reasonably acceptable to Buyer and Seller (the “ Escrow Agent ”) will execute an escrow agreement in a form reasonably acceptable to Buyer and Seller (the “ Escrow Agreement ”) and Buyer will deposit with the Escrow Agent $200,000 in cash by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent at least two Business Days prior to the Closing. The Escrow Agreement shall provide that upon the Final Completion (as defined in the Lease Agreement), the Escrow Agent shall pay to Seller an amount in cash equal to the amount by which the cost of the Work exceeds $200,000, up to the maximum amount held in the escrow account, and shall thereafter pay to Buyer an amount in cash equal to the amount, if any, remaining in the escrow account.

          3.4 Deliveries at Closing .

          (a) To effect the transactions contemplated hereby, Seller shall, at the Closing, deliver to Buyer, or cause to be delivered to Buyer (unless previously delivered):

     (i) one or more bills of sale in the form attached hereto as Exhibit A conveying in the aggregate all of Seller’s and its Affiliates’ owned tangible personal property included in the Purchased Assets to Buyer, executed by Seller or an Affiliate thereof, as applicable (“ Bill of Sale ”);

     (ii) subject to Section 3.5 hereof, one or more assignments in the form attached hereto as Exhibit B assigning the HoldCo Contracts to Contract HoldCo executed by Seller or an Affiliate thereof, as applicable, on the one hand, and Contract HoldCo, on the other hand, which assignment(s), subject to Section 3.5(a), shall be dated

no more than ten (10) Business Days following the date hereof (the “ HoldCo Assignment of Contracts ”);

     (iii) subject to Section 3.5 hereof, one or more assignments in the form attached hereto as Exhibit B assigning the Assumed Contracts (other than those set forth in (A) Schedule 1.1(ii)(A) and (B) those set forth in Schedule 1.1(a)(i) and Schedule 1.1(a)(ii)(B) for which the required consents have not been obtained) to Buyer, executed by Seller or an Affiliate thereof, as applicable (the “ Buyer Assignment of Contracts ”);

     (iv) one or more instruments of assumption in the form attached hereto as Exhibit C , evidencing Buyer’s assumption, in accordance with Section 2.2 hereof, of the Assumed Liabilities, executed by Seller (the “ Assumption Agreement ”);

     (v) the Lease Agreement in the form attached hereto as Exhibit D , executed by Seller (the “ Lease Agreement ”), which Lease Agreement shall supersede and replace the Transition Services Agreement;

     (vi) subject to the consent of the counterparty thereto, if required, one or more assignment documents in the form attached hereto as Exhibit F assigning the Transferred Intellectual Property to Buyer (except for (A) such Transferred Intellectual Property transferred pursuant to the Buyer Assignment of Contracts and (B) those Assumed Contracts set forth in Schedule 1.1(a) for which the required consents have not been obtained), executed by Seller or an Affiliate thereof, as applicable (the “ Assignment of Intellectual Property ”);

     (vii) all stock certificates relating to the Subsidiary Stock (other than the Transferred Subsidiary Shares, which shares are uncertificated) and the other Transferred Entities, duly endorsed or accompanied by stock powers duly executed and, notwithstanding Section 2.5, with all necessary stock transfer taxes attached thereto and canceled;

     (viii) the Escrow Agreement executed by Seller;

     (ix)     evidence of all third party consents obtained in satisfaction of the condition set forth in Section 8.4 hereof;

     (x)      the certificates and other documents required to be delivered at Closing as described in Article VIII;

     (xi)     a certificate (in form and substance reasonably satisfactory to Buyer) certifying that transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code; and

     (xii)    any other documents or instruments as may be appropriate to carry out the transactions contemplated by this Agreement as reasonably requested by Buyer, including the documents specified in Section 3.6.

          (b) To effect the transactions contemplated hereby, Buyer shall, at the Closing, deliver to Seller, or cause to be delivered to Seller (unless previously delivered):

     (i) an amount equal to the Cash Amount, payable in accordance with Section 3.2 hereof;

     (ii) the Bill of Sale executed by Buyer;

     (iii) the Buyer Assignment of Contracts executed by either Buyer or Buyer Subsidiary, if applicable;

     (iv) the Assumption Agreement executed by Buyer;

     (v) the Lease Agreement executed by Buyer;

     (vi) the Assignment of Intellectual Property executed by Buyer;

     (vii) the Escrow Agreement executed by Buyer;

     (viii) the certificates and other documents required to be delivered at the Closing as described in Article VII; and

     (ix) any other documents or instruments as may be appropriate to carry out the transactions contemplated by this Agreement as reasonably requested by Seller, including the documents specified in Section 3.6.

          (c) To the extent that a form of any document to be delivered hereunder is not attached as an Exhibit hereto, such documents shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to the parties.

          3.5 Assumed Contracts .

          (a) Seller will assign the HoldCo Contracts to Contract HoldCo within ten (10) Business Days following the date hereof; provided that, with respect to any particular Contract, such date may be extended and the assignee of such Contract may be changed if the parties mutually agree (such agreement not to be unreasonably withheld). Except for the assignment to Contract HoldCo of the HoldCo Contracts set forth on Schedule 1.1(a)(ii)(A), Seller will consider in good faith proposals by Buyer for the transfer prior to Closing of some or all of the other Purchased Assets that are held by Seller to Contract HoldCo or Abacus UK; provided that no such transfers shall take place without Seller’s prior consent, which shall remain in Seller’s sole discretion.

          (b) With respect to all Assumed Contracts (other than the HoldCo Contracts or those Customer Contracts set forth on Schedule 1.1(a)(iii) that are to be assigned directly to Buyer at the Closing pursuant to this Agreement), notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any such contract or any claim or right or any obligation or benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of a counterparty thereto, would

constitute a breach or default thereof or give rise to a right of termination or cancellation thereunder. Seller and Buyer will use their commercially reasonable efforts to obtain the required consents from the counterparties to those Assumed Contracts set forth on Schedules 1.1(a)(i) or 1.1(a)(ii)(B) as soon as reasonably possible after the date hereof. If such consent is not obtained for those Assumed Contracts set forth on Schedules 1.1(a)(i) or 1.1(a)(ii)(B), Seller and Buyer will use their commercially reasonable efforts, to the extent such Assumed Contract permits (with the parties sharing equally any out-of-pocket expenses) to subcontract or sublicense, as applicable, the provision or receipt of the goods and services or rights under such Assumed Contract to Buyer, or provide to Buyer the benefits or obligations under any such Assumed Contract or claim or right, including, without limitation, enforcement for the benefit of Buyer (at Buyer’s sole expense) of any and all rights of Seller against a third party thereto arising out of the breach, default, termination or cancellation by such third party or otherwise or, at Seller’s option, to the maximum extent permitted by Law and such Assumed Contract, as applicable, appoint Buyer to be Seller’s representative and agent with respect to such Assumed Contract, as applicable.

          (c) Following the Closing, Buyer and Seller shall continue to cooperate and use commercially reasonable efforts to effect the assignment to Buyer of those Assumed Contracts set forth on Schedule 1.1(a)(i) and Schedule 1.1(a)(ii)(B). Buyer shall indemnify, defend and hold harmless Seller and its Affiliates from and against any and all Losses actually incurred by Seller or its Affiliates in connection with, arising out of or resulting from any actions taken or not taken by Buyer after the Closing Date as subcontractor, representative, agent or obligor with respect to any such Assumed Contract or the non-compliance by Buyer on or following the Closing Date with any Laws applicable to any such Assumed Contract or for any and all Losses otherwise arising out of or relating to any such Assumed Contract.

          (d) After the Closing, in the event that Seller determines that any Contract of Seller or an Affiliate of Seller was historically treated as a Contract solely related to the Business that should have been included in the Assumed Contracts, Seller and Buyer shall cooperate in assigning such Contract to Buyer as soon as practicable, and upon such assignment such Contract shall be deemed to be an Assumed Contract for all purposes of this Agreement. Both before and after the Closing, Seller agrees to use its commercially reasonable efforts to provide Buyer with a true and correct copy of any Assumed Contract set forth on Schedules 1.1(a)(i) and 1.1(a)(ii)(B) that Seller was unable to locate and provide to Buyer prior to the date hereof.

          3.6 Transfer of the Transferred Subsidiary Shares . To effect the transfer of the Transferred Subsidiary Shares:

          (a) Seller shall cause the Transferred Subsidiary to deliver its shareholders’ register to the relevant civil-law notary at the offices of Houthoff Buruma N.V. at Gustav Mahlerplein 50, 1082 MA Amsterdam (the “ Civil-Law Notary ”) at or prior to the Closing, in which the transfer of the Transferred Subsidiary Shares to Buyer shall be registered upon Closing;

          (b) Seller and the Buyer shall execute a notarial deed of transfer in the form attached hereto as Exhibit F (the “ Share Transfer Deed ”). The Share Transfer Deed shall be executed before the Civil-Law Notary on the basis of powers of attorney duly executed by

DoubleClick International Internet Advertising Limited, Buyer and the Transferred Subsidiary. Each of Seller and Buyer shall cause such powers of attorney to be delivered to the Civil-Law Notary no later than one Business Day prior to the Closing; and

          (c) Upon execution of the Share Transfer Deed and registration of the transfer of the Transferred Subsidiary Shares to Buyer in the shareholders’ register of the Transferred Subsidiary, Seller and Buyer shall instruct the Civil-Law Notary to return the shareholders’ register to the address of the Transferred Subsidiary.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER

          Seller hereby represents and warrants to Buyer, except as otherwise set forth in the applicable section of the Disclosure Schedules, as follows:

          4.1 Organization of Seller and the Transferred Entities .

          (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has the requisite corporate power and authority to conduct its business as it is presently being conducted and to own, lease and operate the Business, the Purchased Assets, the Transferred Entities and the Subsidiary Stock, except for any failures to have such power and authority that would not have a material effect on the Business or Seller’s ability to consummate the transactions contemplated hereby. Seller is duly qualified or licensed to do business in each jurisdiction in which the nature of the business conducted by Seller makes such qualification necessary, except for any failures to be so qualified or licensed that would not have a Material Adverse Effect.

          (b) Except as set forth in Schedule 4.1(b), each of the Transferred Entities has been duly incorporated, registered, formed or organized and is validly existing and in good standing under the laws of their state of incorporation, formation or organization. Each of the Transferred Entities has the requisite power and authority to conduct its business as it is presently being conducted and to own, lease and operate its business, except for any failures to have such power and authority that would not have a material effect on the Business or Seller’s ability to consummate the transactions contemplated hereby. Each of the Transferred Entities is duly qualified or licensed to do business in each jurisdiction in which the nature of the business conducted by such Transferred Entity makes such qualification necessary, except for any failures to be so qualified or licensed that would not have a Material Adverse Effect.

          4.2 Authorization of Seller . Seller has all requisite corporate power and authority and has taken all corporate action necessary, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. This Agreement has been duly executed and delivered by Seller, and, at Closing, each Ancillary Agreement to which Seller is a party will have been executed and delivered by Seller. Assuming the due authorization, execution and delivery of this Agreement and each Ancillary Agreement by Buyer, this Agreement and each Ancillary Agreement constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their terms.

          4.3 Capitalization and Ownership of the Transferred Entities .

          (a) All of the outstanding capital stock and other equity interests of each of the Transferred Entities are duly authorized, validly issued, fully paid and nonassessable.

          (b) Seller (i) directly owns all of the outstanding equity interests in Contract HoldCo and (ii) indirectly owns through its wholly-owned subsidiary, DoubleClick International Internet Advertising Limited, an Irish limited company, all of the outstanding capital stock and other equity interests of the Transferred Subsidiary, in each case free and clear of all Encumbrances. The Transferred Subsidiary directly owns all of the outstanding capital stock and other equity interests of each other Transferred Entity (other than Contract HoldCo), free and clear of all Encumbrances.

          (c) Schedule 4.3(c)(i) sets forth the authorized capital stock, the number of shares of issued and outstanding capital stock and the ownership with respect to each Transferred Entity. Except as indicated on Schedule 4.3(c)(ii) hereto, there are no Equity Commitments of any kind relating to the sale, issuance or voting of any shares of capital stock of any class of, or other ownership interests in, any Transferred Entity which have been issued, granted or entered into by Seller or a Transferred Entity, and no such Equity Commitments will arise as a result of the transactions contemplated hereby. Except as set forth on Schedule 4.3(c)(iii), there are no outstanding contractual or other obligations of any Transferred Entity to repurchase, redeem or otherwise acquire any shares of its capital stock.

          4.4 Contracts .

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