S-1/A

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As filed with the Securities and Exchange Commission on March 16, 2005

Registration No. 333-121528

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3
to
Form S-1/A
REGISTRATION STATEMENT
Under
The Securities Act of 1933

FASTCLICK, INC.
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization) 7319
(Primary Standard Industrial
Classification Code Number) 77-0540202
(I.R.S. Employer
Identification No.)

360 Olive Street
Santa Barbara, CA 93101
(805) 568-5334
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Kurt A. Johnson
President and Chief Executive Officer
Fastclick, Inc.
360 Olive Street
Santa Barbara, CA 93101
(805) 568-5334
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
C. Thomas Hopkins, Esq. Linda Giunta Michaelson, Esq. Sheppard, Mullin, Richter & Hampton LLP 800 Anacapa Street Santa Barbara, CA 93101 (805) 568-1151	Fred J. Krupica Chief Financial Officer Fastclick, Inc. 360 Olive Street Santa Barbara, CA 93101 (805) 568-5334	William H. Hinman Jr., Esq. Simpson Thacher & Bartlett LLP 3330 Hillview Avenue Palo Alto, California 94304 (650) 251-5000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, par value $0.001 per share	7,475,000	$14.00	$104,650,000	$12,317.31(3)

(1)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes 975,000 shares that underwriters have the option to purchase to cover over-allotments, if any.

(3)

Of this amount, $10,828.40 was previously paid with the initial filing on December 22, 2004.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 16, 2005

6,500,000 Shares

Fastclick, Inc.

Common Stock

        Prior to this offering, there has been no public market for our common stock. We are offering 5,409,205 shares and the selling stockholders are offering 1,090,795 shares. We will not receive any of the proceeds from the sale of common stock by the selling stockholders. The initial public offering price of our common stock is expected to be between $12.00 and $14.00 per share. We have applied to have our common stock included for quotation on The Nasdaq National Market under the symbol "FSTC."

        The underwriters have an option to purchase a maximum of 975,000 additional shares from us to cover over-allotments of shares.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 6.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to Fastclick	$	$
Proceeds, before expenses, to selling stockholders	$	$

        Delivery of the shares of common stock will be made on or about                         , 2005.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Credit Suisse First Boston Citigroup

Thomas Weisel Partners LLC
Jefferies Broadview

The date of this prospectus is                         , 2005

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	25
USE OF PROCEEDS	26
DIVIDEND POLICY	26
CAPITALIZATION	27
DILUTION	28
SELECTED FINANCIAL DATA	29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31
BUSINESS	48
MANAGEMENT	60
EXECUTIVE COMPENSATION	65
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	74
PRINCIPAL AND SELLING STOCKHOLDERS	76
DESCRIPTION OF CAPITAL STOCK	79
SHARES ELIGIBLE FOR FUTURE SALE	84
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. STOCKHOLDERS	86
UNDERWRITING	89
NOTICE TO CANADIAN RESIDENTS	92
LEGAL MATTERS	93
EXPERTS	93
WHERE YOU CAN FIND MORE INFORMATION	93
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

Dealer Prospectus Delivery Obligation

Until                        , 2005 (25 days after commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

PROSPECTUS SUMMARY

The following is a brief summary of selected contents of this prospectus. To understand this offering fully, you should read the following summary together with the entire prospectus, including the more detailed information regarding us and the common stock being sold in this offering and our financial statements and the related notes appearing elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in the section entitled "Risk Factors," before making an investment decision.

Fastclick, Inc.

        We are a provider of Internet advertising technologies and services. Advertisers pay us to place their Internet ads on third-party websites in our network and we share the revenue we receive from placing those ads with the website owners, or publishers, that provided the ad space. Our technologies and services, including our proprietary Optimization Engine, Internet ad placement bidding system, and reporting and campaign management tools, are designed to improve the effectiveness of Internet ad campaigns and provide advertisers with an increased return on their advertising expenditures. We believe our technologies and services also enhance the value of Internet ad space available on our network of more than 8,000 third-party websites.

        Utilizing advanced mathematical algorithms, our proprietary Optimization Engine is designed to continuously analyze Internet user responses to various advertising campaign elements. Our Optimization Engine then automatically delivers ads to the websites yielding the greatest number of Internet user responses that meet the advertiser's campaign objectives. Based on this analysis, our Optimization Engine continuously refines an advertiser's campaign to emphasize the elements of the campaign that meet the advertiser's campaign objectives, such as the use of specific creative content, and removes elements that do not achieve the advertiser's campaign objectives, such as ads that underperform on a specific website. Our ad placement bidding system prices ad space based on current supply and demand for ad space on our network. Advertisers bidding the highest price receive priority delivery of their ads, subject to certain rules which may be set by us, our advertisers or our publishers.

        Our network reached over 115 million unique Internet users in January 2005 according to comScore Media Metrix, giving our network one of the broadest reaches of any Internet advertising network. In determining the number of unique Internet users, comScore Media Metrix counts visitors only once in a given month regardless of the number of times they visit a website. We have built our network of over 8,000 third-party websites by offering publishers attractive pricing and revenue sharing arrangements, easy-to-use, web-based tools and quality service. Our network includes branded websites that offer large volumes of ad space as well as a substantial number of websites that reach Internet users with highly-targeted demographics and interests.

        We placed over 6.5 billion ads in December 2004. Our top ten advertisers accounted for 47.6% and 45.8% of our ad revenue for 2003 and 2004, respectively.

Industry Background

        The Internet continues to be a powerful and rapidly growing medium that enables advertisers to effectively target consumers. According to Forrester Research, the U.S. Internet advertising market, which is comprised primarily of display advertising and search engine marketing, was approximately $7 billion in 2003, which represented 3% of the total U.S. advertising market. Forrester Research projects U.S. Internet advertising to grow to $15.6 billion in 2008, representing a compound annual growth rate of 17.5% over that time period. We believe that this market growth is due to increased broadband access, growing consumer Internet usage and the benefits offered by Internet advertising relative to traditional media, including interactivity, rapid and measurable user feedback and the ability to more effectively target consumers. We believe that another factor driving Internet advertising growth is the increase in performance-based advertising, which requires that an advertiser pay for an ad only

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when an Internet user performs a specific act in response to that ad, such as clicking through to another website, registering on a website, requesting information or purchasing an item. Our performance-based Internet advertising technologies and services allow advertisers to pay for an ad only when that ad produces the user response specified by the advertiser. We cannot provide any assurance that we will benefit from the projected growth in Internet advertising.

Our Strategy

        Our goal is to be a leading provider of performance-based Internet advertising technologies and services. To achieve this goal, we plan to:

•

enhance our existing technologies and services to provide our advertisers with increased return on their advertising expenditures and enhance the value of Internet ad space available on our network of third-party websites;



•

introduce new technologies and services, such as our search engine advertising technology which is designed to help advertisers manage their advertising campaigns across multiple Internet search engines;



•

expand our network of third-party websites to enable our advertisers to reach a larger and broader demographic base of Internet users;



•

grow our advertiser base, increase our sales efforts to indirect channels, such as advertising agencies, and garner a larger share of advertisers' marketing budgets; and



•

pursue acquisition candidates to grow our advertiser base and network of third-party websites, and access technology and talent.

Company Information

        We were incorporated in California in March 2000 and plan to reincorporate in Delaware prior to the effective date of the registration statement of which this prospectus is a part. Our principal executive offices are located at 360 Olive Street, Santa Barbara, California 93101 and our telephone number is (805) 568-5334. Our website address is www.fastclick.com. Information contained on our website, or that can be accessed through our website, does not constitute a part of this prospectus.

        The "Fastclick" family of related marks, images and symbols are our properties, trademarks and service marks. All other trade names, trademarks and service marks appearing in this prospectus are the property of their respective owners.

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The Offering

Common stock offered by:
	Fastclick	5,409,205 shares
	The selling stockholders	1,090,795 shares
	Total	6,500,000 shares
Common stock outstanding after this offering		19,142,225 shares
Use of proceeds		We intend to use the net proceeds we receive from this offering primarily for general corporate purposes, including working capital, expansion of our operations, investment in new product development and strategic initiatives. We may also use a portion of the net proceeds to pursue acquisition candidates to grow our advertising and publishing base and access technology and talent. We currently have no specific acquisition plans. We will not receive any proceeds from the sale of common stock by the selling stockholders. See "Use of Proceeds."
Risk factors		An investment in our common stock involves a high degree of risk. See "Risk Factors" and other information included in this prospectus for a discussion of some of the factors you should carefully consider before deciding to invest in shares of our common stock.
Proposed Nasdaq National Market symbol		"FSTC"

        The number of shares of common stock described above as outstanding immediately after this offering is based on 13,733,020 shares of common stock outstanding as of December 31, 2004, and excludes:

•

2,380,365 shares of common stock issuable on the exercise of options outstanding as of December 31, 2004, at a weighted average exercise price of $2.25 per share;



•

935,745 shares of common stock reserved for future issuance under our 2004 Stock Plan; and



•

4,000,000 shares of common stock reserved for future issuance under our 2005 Equity Plan.

        As of December 31, 2004, no shares remained available for issuance under our 2000 Stock Plan and 935,745 shares remained available for future issuance under our 2004 Stock Plan. Upon the completion of this offering, we do not intend to grant any more options under our 2004 Stock Plan.

        Unless otherwise stated, all information in this prospectus assumes:

•

an initial public offering price of $13.00 per share, the midpoint of the price range set forth on the cover of this prospectus;



•

the conversion of all outstanding shares of our Series A Preferred Stock into 10,656,425 shares of common stock prior to completion of this offering;



•

no exercise of the over-allotment option granted to the underwriters;



•

our reincorporation in Delaware prior to the effective date of the registration statement of which this prospectus is a part;



•

the filing of our amended and restated certificate of incorporation immediately prior to the completion of this offering; and



•

a five-for-one stock split of our common stock to be effected prior to the completion of this offering.

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Summary Financial Data

        The following tables present our summary financial information. You should read this information together with our financial statements and related notes and the information under "Selected Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. The summary financial data below for the years ended December 31, 2002, 2003 and 2004 is derived from our audited financial statements included elsewhere in this prospectus, and the summary financial data below for the year ended December 31, 2001 is derived from our audited financial statements not included in this prospectus. The unaudited pro forma statements of income data presents our pro forma provision for income taxes and pro forma net income as if we had been a C corporation for all periods presented. The historical results are not necessarily indicative of the results to be expected for any future periods.

		Year Ended December 31,
		2001			2002		2003			2004
		(in thousands, except per share data)
Statements of Income Data:
Revenue		$	4,480		$	17,664	$	28,663		$	58,015
Cost of revenue			3,114			11,766		19,246			38,055
Gross profit			1,366			5,898		9,417			19,960
Operating costs(1):
	Sales and marketing		229			995		2,160			6,810
	Technology		221			345		402			2,287
	General and administrative		193			422		1,045			2,787
	Stock-based compensation(2)		—			—		—			644
Total operating costs			643			1,762		3,607			12,528
Operating income			723			4,136		5,810			7,432
Interest and dividend income			8			19		19			124
Interest expense			—			—		(5	)		(8	)
Loss on sale/disposal of equipment			(1	)		—		(12	)		(2	)
Income before income taxes			730			4,155		5,812			7,546
Provision for income taxes(3)			207			97		55			2,412
Net income(4)		$	523		$	4,058	$	5,757		$	5,134
Basic earnings per share		$	0.07		$	0.42	$	0.55		$	0.58
Fully diluted earnings per share		$	0.07		$	0.39	$	0.54		$	0.44
Unaudited Pro Forma Statements of Income Data(5):
Income before income taxes					$	4,155	$	5,812		$	7,546
Pro forma provision for income taxes						1,581		2,167			2,786
Pro forma net income					$	2,574	$	3,645		$	4,760
Pro forma basic earnings per share					$	0.26	$	0.35		$	0.54
Pro forma fully diluted earnings per share					$	0.25	$	0.34		$	0.41

(footnotes on following page)

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        The following table presents a summary of our balance sheet data as of December 31, 2004:

•

on an actual basis;



•

on an unaudited pro forma basis to give effect to the conversion of all of our outstanding shares of Series A Preferred Stock into 10,656,425 shares of common stock prior to completion of this offering; and



•

on an unaudited pro forma as adjusted basis to reflect the sale of 5,409,205 shares of common stock by us in this offering at the estimated initial public offering price of $13.00 per share, the midpoint of the price range set forth on the front of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	As of December 31, 2004
	Actual			Pro Forma		Pro Forma as Adjusted
	(in thousands)
				(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	12,397		$	12,397	$	76,145
Short-term investments		7,954			7,954		7,954
Working capital		20,072			20,072		83,820
Total assets		33,883			33,883		97,631
Loans payable (including current portion)		121			121		121
Redeemable convertible preferred stock		73,416			—		—
Retained earnings		3,312			3,312		3,312
Total stockholders' equity (deficit)	$	(49,928	)	$	23,488	$	87,236

(1)

Operating costs for 2004 include the one-time compensation charge of $952,000 paid to employees in conjunction with the termination of the Ownership Equivalency Plan. See Note 12 of the notes to our financial statements included elsewhere in this prospectus.

(2)

See Note 1 and Note 11 of the notes to our financial statements included elsewhere in this prospectus for an explanation of our stock-based compensation.

(3)

From our inception in 2000 to December 31, 2001, we operated as a C corporation. For all of 2002 and 2003 and the period from January 1, 2004 through September 27, 2004 we were a subchapter S corporation. On September 27, 2004 our subchapter S corporation status was revoked in connection with the issuance of our Series A Preferred Stock and we now operate as a C corporation. The provision for income taxes for the year ended December 31, 2004 includes the recognition of taxes of $1,061 under Section 481(a) of the Internal Revenue Code as a result of the revocation of our subchapter S corporation status. See Note 1 of the notes and Note 4 of the notes to our financial statements included elsewhere in this prospectus.

(4)

As a result of our subchapter S corporation status for tax purposes for all of 2002 and 2003 and for the period from January 1, 2004 through September 27, 2004 and our status as a closely held corporation from inception through December 31, 2001, earnings per share information has not been presented.

(5)

Presents pro forma provision for income taxes and pro forma net income as if we operated as a C corporation in all periods presented, except for the year ended December 31, 2001 in which we were a C corporation. See Note 1 and Note 4 of the notes to our financial statements included elsewhere in this prospectus for an explanation of the unaudited pro forma statement of income data.

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RISK FACTORS

An investment in our common stock involves significant risks. You should consider carefully the risks described below, together with all of the other information in this prospectus, before making a decision to invest in our common stock.

Risks Related to Our Business and Industry

We have a limited operating history, operate in an immature industry and have a relatively new business model, all of which may make it difficult for you to evaluate our business and prospects.

        We were incorporated in California in March 2000 and began offering Internet advertising technologies and services in September 2000. Accordingly, we have a limited operating history, and as a result, we have limited financial data that you can use to evaluate our business and prospects. In addition, we derive nearly all of our revenue from Internet advertising, which is an immature industry that has undergone rapid and dramatic changes in its short history. Our business model is also evolving and is distinct from other companies in our industry and it may not be successful. As a result of these factors, the future revenue and income potential of our business is uncertain. Although we have experienced significant revenue growth in recent periods, we may not be able to sustain this growth. Any evaluation of our business and our prospects must be considered in light of these factors and the risks and uncertainties often encountered by companies in our stage of development. Some of these risks and uncertainties relate to our ability to do the following:

•

maintain our current relationships, and develop new relationships, with advertisers, advertising agencies, direct marketers, and website publishers;



•

continue to grow our revenue and meet anticipated growth targets;



•

manage our expanding operations and implement and improve our operational, financial and management controls;



•

adapt to industry consolidation;



•

continue to grow our website network;



•

successfully introduce new, and upgrade our existing technologies and services for Internet advertisers and website publishers;



•

respond to government regulations relating to the Internet and other aspects of our business;



•

respond effectively to competition; and



•

attract and retain qualified management and employees.

        If we are unable to address these risks, our business, results of operations and prospects could suffer.

If we do not effectively manage our growth, our operating performance will suffer and we may lose advertisers and websites.

        We have experienced rapid growth in both our headcount and operations, and we may experience continued growth in our business, both through acquisitions and internal growth. This growth has placed, and will continue to place, significant demands on our management and our operational and financial infrastructure. In particular, continued growth will make it more difficult for us to accomplish the following:

•

recruit, train and retain a sufficient number of highly skilled personnel;



•

maintain our customer service standards;

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•

maintain the quality of websites on our network;



•

develop and improve our operational, financial and management controls and maintain adequate reporting systems and procedures;



•

successfully scale our software and technology to accommodate a larger business; and



•

maintain advertiser satisfaction.

        The improvements required to manage our growth will require us to make significant expenditures and allocate valuable management resources. For example, we are in the process of implementing a new accounting system. If we do not implement this new system successfully, it could adversely affect our ability to timely and accurately report our operations. If we fail to effectively manage our growth, our operating performance will suffer and we may lose advertisers and websites.

If we are unable to retain our senior management or attract and retain qualified senior management in the future, we may not be able to implement our business strategy effectively and our revenue may decline.

        We depend on the continued contributions of our senior management and, in particular, Kurt A. Johnson, our president and chief executive officer, and Fred J. Krupica, our chief financial officer. We do not maintain key person life insurance policies on any of our officers. Several members of our senior management have been with us for a short time. For example, Mr. Johnson has served as our chief executive officer since March 2004, Mr. Krupica has served as our chief financial officer since September 2004, and James Aviani has served as our chief technology officer since March 2004. It is possible that personality conflicts and differences in management styles may surface, which could slow our decision-making process or prevent us from making strategic decisions in a timely manner. These or other reasons could cause us to lose members of our senior management team. For example, our chief marketing officer, whom we hired in December 2004, recently resigned. In addition, the vesting of some of the stock options granted to two of our senior executives, Mr. Krupica and Mr. Aviani, accelerates upon the consummation of this offering. These individuals may be more likely to leave us if the shares underlying their options have significantly appreciated in value relative to the option exercise price.

        We also need to hire additional members of senior management to adequately manage our growing business. We may not be able to identify and attract additional qualified senior management. Competition for senior management in our industry is intense. Qualified individuals are in high demand, and we may incur significant costs to attract them. Volatility or lack of performance in our stock price may also affect our ability to attract and retain senior management. If we are unable to attract and retain qualified senior management, we may not be able to implement our business strategy effectively and our revenue may decline.

        We need to hire additional qualified personnel to grow and manage our business. If we are unable to retain our existing personnel or attract qualified new personnel, we may not be able to grow our business or effectively compete in our industry.

        Our performance depends on the talents and efforts of our employees. Our future success will depend on our ability to retain and motivate our existing personnel and attract, retain and motivate additional, highly skilled personnel in all areas of our organization and, in particular, in our technology, finance, and sales and marketing teams. We plan to continue to grow our business and will need to hire additional personnel to support this growth. We have experienced difficulties in attracting and retaining qualified personnel in the past, particularly in the Santa Barbara, California area where our headquarters are located. If we experience difficulties attracting new qualified personnel in the future, our growth may be hindered. If we were to lose our existing personnel, our business would be harmed. Qualified individuals are in high demand, and we may incur significant costs to attract them. Some of

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our employees have also become, or will soon become, substantially vested in their stock option grants. Employees may be more likely to leave us if the shares underlying their options have significantly appreciated in value relative to the option exercise price. If we are unable to retain our existing personnel and attract and retain the additional personnel we need to succeed, we may not be able to grow our business or effectively compete in our industry.

Our operating results have fluctuated in the past and may do so in the future, which could make our results of operations difficult to predict or cause them to fall short of expectations.

        Our prior operating results have fluctuated due to changes in our business and the Internet advertising industry. Similarly, our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control and could cause our results to be below investors' expectations, causing the price of our common stock to fall. Because our business is changing and evolving, our historical operating results may not be useful to you in predicting our future operating results. Factors that may increase the volatility of our operating results include the following:

•

the addition of new advertisers or websites or the loss of existing advertisers or websites;



•

changes in demand and pricing for our advertising services;



•

the timing of our introduction of new advertising technologies and the costs we incur to develop these technologies;



•

the timing and amount of sales and marketing expenses incurred to attract new advertisers, advertising agencies and websites;



•

changes in the economic prospects of advertisers or the economy generally, which could alter current or prospective advertisers' spending priorities, or could increase the time it takes us to close sales with advertisers;



•

new product launches by advertisers;



•

changes in our pricing policies, the pricing policies of our competitors or the pricing of Internet advertising generally;



•

overall Internet usage, which generally declines during the summer months;



•

timing differences at the end of each quarter between our payments to website publishers for advertising space and our collection of advertising revenue related to that space;



•

introduction of new ad formats and shifts in ad format mix;



•

costs related to acquisitions of businesses or technologies; and



•

Internet advertising is a relatively new medium and advertisers have not settled into consistent spending patterns.

        In addition, advertising spending has historically been cyclical in nature, reflecting overall economic conditions as well as budgeting and buying patterns. Our rapid growth has historically masked the cyclicality and seasonality of our business. As our rate of growth slows, we expect that the cyclicality and seasonality in our business may become more pronounced and may in the future cause our operating results to fluctuate.

If we fail to compete effectively against other Internet advertising companies, we could lose advertisers or advertising space and our revenue may decline.

        The market for Internet advertising technologies and services is intensely competitive. We expect this competition to continue to increase because there are no significant barriers to entry into our

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market. We compete both for advertisers and for the high quality advertising space that is available through websites. We compete for advertisers on the basis of a number of factors, including price, return on advertising expenditures, volume of available advertising space and customer service.

        Our primary current and potential competitors include:

•

Internet advertising networks such as Advertising.com (acquired by AOL), ValueClick, Tribal Fusion and Burst Media;



•

Internet advertising technology providers, including search engine optimization companies; and



•

other performance-based Internet marketers, including affiliate networks.

        We also compete with large Internet companies and traditional media for a share of advertisers' overall marketing budgets, including:

•

website publishers with their own sales forces that sell their advertising space directly to advertisers;



•

major Internet portals and search engine companies with advertising networks such as Google and Yahoo!; and



•

direct marketing, television, radio, cable and print companies.

        Competition for ads among websites, search engines, Internet service providers, or ISPs, as well as competition with traditional media companies, could result in significant price pressure, declining margins, reductions in advertising revenue and loss of our market share. In addition, as we continue to expand the scope of our services, we may compete with a greater number of websites, advertisers and traditional media companies across an increasing range of different services, including in vertical markets where competitors may have advantages in expertise, brand recognition and other areas. Large websites with brand recognition, such as Yahoo!, AOL, Google and MSN, have direct sales personnel and substantial proprietary advertising space that provides a significant competitive advantage compared to our network of websites and have significant impact on pricing for Internet advertising. Many of our current and potential competitors also enjoy other competitive advantages over us, such as longer operating histories, larger advertiser bases, greater access to advertising space on high-traffic websites, and significantly greater financial, technical and marketing resources. As a result, we may not be able to compete successfully. If we fail to deliver advertising results that are superior to those that advertisers or websites could achieve directly or through the use of our competitors, we could lose advertisers or advertising space and revenue may decline.

We depend on websites for advertising space, and any decline in the supply of advertising space available through our network could cause our revenue to decline or the cost to acquire advertising space to increase.

        We generate a significant portion of our revenue from the advertising space provided by a limited number of websites. Expenses for our top ten website publishers accounted for 22.6% and 21.6% of our publisher expenses for 2003 and 2004, respectively. In most instances, website publishers can change the amount of advertising space they make available to us at any time and therefore impact our revenue. In addition, website publishers may place significant restrictions on our use of their advertising space. These restrictions may prohibit ads from specific advertisers or specific industries, or restrict the use of certain creative content or format. If a website publisher decides not to make advertising space available to us, or decides to demand a higher revenue share or places significant restrictions on the use of such advertising space, we may not be able to replace the space with advertising space from other websites that satisfy our requirements in a timely and cost-effective manner. In addition, the number of competing Internet advertising networks that acquire space from websites continues to increase. We cannot assure you that we will be able to acquire advertising space that meets our

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advertisers' performance, price and quality requirements. If any of these things occur, our revenue could decline or our cost of acquiring advertising space may increase.

If we offer new technologies and services that compete with products or services offered by our advertisers or website publishers, we could lose advertisers or advertising space and our revenue could decrease.

        We intend to expand the scope of our services and develop new technologies and services. As we do so, we will compete with a greater number of advertisers, website publishers and other media companies across an increasing range of markets, which may include advertisers or publishers to whom we currently provide technologies and services. For example, we are currently developing a search engine advertising technology, which is designed to help advertisers manage their advertising campaigns across multiple third-party Internet search engines, including bids for search terms. We are also developing an Internet user targeting technology, which is designed to gather, store and distribute to advertisers targeted Internet user contact and other information. Some of our publishers and advertisers already offer, or in the future may offer, similar or competing technologies and services. We depend, and expect to continue to depend, on our relationships with our advertisers and publishers. If we develop new technologies and services that compete with our current advertisers or publishers, they may materially reduce or cease their use of our advertising technologies and services and our revenue could decrease.

A substantial portion of our revenue is generated from a limited number of advertisers, and if we lose a major advertiser our revenue could decrease.

        A substantial portion of our revenue is generated from a limited number of advertisers and advertising agencies. Our advertisers can generally terminate their contracts with us at any time, with no penalty upon one business day prior notice. Our top ten advertisers accounted for 47.6% and 45.8% of our advertising revenue for 2003 and 2004, respectively. We expect that a limited number of advertisers may continue to account for a significant percentage of our revenue and the loss of, or material reduction in, their advertising purchases could decrease our revenue and harm our business.

Because our advertiser contracts generally can be cancelled by the advertiser with no penalty upon one business day prior notice, the cancellation of one or more contracts could result in an immediate decline in our revenue.

        We derive substantially all of our revenue from Internet advertising campaigns under short-term contracts, most of which are cancelable with one business day prior notice. In addition, these contracts do not contain penalty provisions for cancellation before the end of the contract term. The non-renewal, renegotiation, cancellation or deferral of large contracts, or a number of contracts that in the aggregate account for a significant amount of revenue, is difficult to anticipate and could result in an immediate decline in our revenue.

We may pursue the acquisition of other businesses in order to grow our advertiser and website base and access technology and talent, which may not achieve the desired results or could result in operating difficulties, dilution and other harmful consequences.

        A component of our strategy is to acquire other businesses in order to grow our advertiser and website base and access technology and talent. However, suitable acquisition candidates may not be available on terms and conditions we find acceptable. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources than we do. Further, if we do succeed in consummating acquisitions, these acquisitions could be material to our business, operating results and financial condition. Any future acquisition or investment may require us to use significant amounts of cash, issue potentially dilutive equity securities with rights, preferences or privileges greater than our common stock, incur debt or assume contingent liabilities, any of which could harm our results of operations and financial position. In addition, the anticipated benefits of our

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acquisitions may not materialize and the acquired business may not achieve anticipated revenue, earnings or cashflows. In addition, acquisitions involve numerous risks, any of which could harm our business, including:

•

diversion of management's attention and resources from other business concerns;



•

difficulties and expenditures associated with integrating the operations and employees from the acquired company into our organization, and integrating each company's accounting, management information, human resources and other administrative systems to permit effective management;



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inability to maintain the key business relationships and the reputations of the acquired businesses;



•

ineffectiveness or incompatibility of acquired technologies or services with our existing technologies and systems;



•

potential loss of key employees of acquired businesses;



•

integrating new business lines with which we may have little or no experience or which may compete with our advertisers or publishers;



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responsibility for liabilities of acquired businesses;



•

unavailability of favorable financing for future acquisitions;



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inability to maintain our standards, controls, procedures and policies, which could affect our ability to receive an unqualified attestation from our independent accountants regarding management's required assessment of the effectiveness of our internal control structure and procedures for financial reporting; and



•

increased fixed costs.

        We also may pursue the acquisition of businesses outside the United States. Foreign acquisitions involve unique risks in addition to those mentioned above, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries.

Interruption or failure of our information technology and communications systems could impair our ability to effectively deliver our technologies and services, which could cause us to lose advertisers or advertising space and harm our operating results.

        Our delivery of technologies and services depends on the continuing operation of our technology infrastructure and systems. Any damage to or failure of our systems could result in interruptions in our ability to deliver ads quickly and accurately and to process users' responses to ads. Interruptions in our service could reduce our revenue and profits, and our reputation could be damaged if people believe our system is unreliable. Our systems are vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses or other attempts to harm our systems, and similar events. We have critical systems in our Santa Barbara, California headquarters and lease server space in San Jose, California and Ashburn, Virginia. Our California facilities are located in areas with a high risk of major earthquakes. Our facilities are also subject to break-ins, sabotage and intentional acts of vandalism, and to potential disruptions if the operators of these facilities have financial difficulties. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The occurrence of a natural disaster, a decision to close a facility we are using without adequate notice for financial reasons or other unanticipated problems at our facilities could result in lengthy interruptions in our service.

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        We have experienced limited system failures in the past and may in the future. For example, we failed to deliver ads to our websites for an aggregate of approximately two hours during the year ended December 31, 2004. Any unscheduled interruption in our service puts a burden on our entire organization and results in an immediate loss of revenue. If we experience frequent or persistent system failures, the attractiveness of our technologies and services to advertisers and website publishers could be permanently harmed. Our insurance policies may not adequately compensate us for any losses that occur due to failure in our systems. The steps we have taken to increase the reliability and redundancy of our systems are expensive, reduce our operating margin and may not be successful in reducing the frequency or duration of unscheduled interruptions.

Any constraints on the capacity of our technology infrastructure could delay the effectiveness of our operations or result in system failures, which could result in the loss of advertisers and a decline in our revenue.

        Our future success depends in part on the efficient performance of our software and technology infrastructure. As the numbers of websites and Internet users increase, our technology infrastructure may not be able to meet the increased demand. A sudden and unexpected increase in the volume of ads delivered by us or in user responses could strain the capacity of our technology infrastructure. Any capacity constraints we experience could lead to slower response times or system failures and adversely affect the availability of ads, the number of ads delivered and the level of user responses received, which could result in the loss of advertisers and a decline in our revenue.

Our Internet advertising technologies and services incorporate multiple proprietary technologies and our intellectual property rights are key to the success of our business. If we do not adequately protect our intellectual property rights, our competitive position may suffer.

        We rely on a combination of patent, copyright, trademark and trade secret laws of the United States and other countries, and confidentiality procedures to protect our intellectual property rights. Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary technology. The use of our intellectual property rights by others could reduce any competitive advantage we have developed and cause us to lose advertisers or websites or otherwise harm our business. We have from time to time become aware of third parties who we believe may have infringed on our intellectual property rights. The steps we currently take to monitor the unauthorized use of our proprietary technology are difficult and costly, and we cannot be certain that the steps we have taken and continue to take will prevent unauthorized distribution and use of our proprietary technology, particularly in foreign countries, where the laws may not protect our intellectual property rights as fully as in the United States. In addition, in the future it may become necessary for us to resort to litigation to protect these rights, and any proceedings could be burdensome and costly and we may not prevail.

Third parties may sue us for our use of Internet advertising technologies or other intellectual property and allege that we have infringed on their intellectual property rights. If successful, these lawsuits could require us to pay significant damage awards or curtail our technology or service offerings.

        From time to time third parties have alleged that we have infringed their intellectual property rights. We cannot be certain that we do not and will not infringe the intellectual property rights of others and we may be subject to legal proceedings and claims in the ordinary course of our business, including suits for intellectual property infringement or proceedings to invalidate our intellectual property. Any intellectual property claims, whether or not meritorious, could result in costly litigation and could divert management resources and attention. Moreover, should we be found liable for infringement, we may be required to enter into licensing agreements (if available on acceptable terms or at all), pay damages or limit or curtail our product or service offerings. We may also need to

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redesign some of our products or processes to avoid future infringement liability. Any of the foregoing could prevent us from competing effectively and increase our costs.

        Our proprietary technologies, including our Optimization Engine, may include design or performance defects and may not achieve their intended results, any of which could impair our future revenue growth.

        Our Optimization Engine and other proprietary technologies are relatively new, and they may contain design or performance defects that are not yet apparent. We cannot assure you that the use of our proprietary technologies will achieve the intended results as effectively as other technologies that exist now or may be introduced by our competitors, in which case our business could be harmed.

        In addition, we recently have spent significant resources developing our search engine advertising technology and Internet user targeting technology. If these technologies, which we currently intend to launch in the second or third quarter of 2005, do not achieve the results we desire, our expected growth in future revenue and margins may not materialize. Our success also depends on our ability to develop and introduce new proprietary technologies that address our advertisers' and website publishers' changing needs. Any new products that we develop may not achieve significant market acceptance. Our competitors may introduce new products that compete with our proprietary technologies and render our proprietary technologies unmarketable. Developing new technologies and services requires a significant commitment of technology and other resources. If revenue generated from the use of our proprietary technologies does not cover our development costs, our results of operations may be harmed.

If we are unable to accurately price advertising space on our network, our margins and revenue may decline.

        Our advertisers can purchase advertising space on our network based on the following pricing options:

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Cost-per-action, where the advertiser pays us a fee based on the number of specified Internet user responses, such as registrations, requests for information or sales that its ads produce;



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Cost-per-click, where the advertiser pays us a fee based on the number of clicks its ads generate; and



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Cost-per-thousand impressions, where the advertiser pays us a fee based on the number of times its ads are displayed, referred to as impressions.

        Regardless of how an advertiser pays for space, we pay the vast majority of our website publishers on a cost-per-thousand impressions basis. However, the number of impressions it actually takes to achieve an action can be far greater than the number we anticipate. This can result in us paying a higher price to our publishers for advertising space than our advertisers pay us for that space. If we are unable to accurately convert advertising campaigns that are priced on a cost-per-action or cost-per-click basis to an effective cost-per-thousand impressions based price that reflects the actual amount of impressions it takes to achieve an action or click, our results of operations will suffer. For the year ended December 31, 2004, approximately 22% of the advertising space on our network was purchased on a cost-per-action or cost-per-click basis and we paid the vast majority of our website publishers displaying these ads on a cost-per-thousand impressions basis. We expect that advertising purchased based on this pricing will increase over time.

Any decrease in demand for our technologies and services could substantially reduce our revenue.

        To date, substantially all of our revenue has been derived from Internet advertising. We expect that Internet advertising will continue to account for substantially all our revenue in the future. However,

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our revenue from Internet advertising may decrease in the future for a number of reasons, including the following:

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the rate at which Internet users take action in response to an ad may decrease;



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the popularity of the Internet as an advertising medium could decrease;



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Internet users may install existing or to-be-developed software programs that allow them to prevent ads from appearing on their screens;



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advertisers may prefer an alternative Internet advertising format, product or service which we might not offer; and



•

we may be unable to make the transition to new Internet advertising formats preferred by advertisers.

If we fail to keep pace with rapidly changing technologies we could lose advertisers and advertising space and our revenue may decline.

        The Internet advertising market is characterized by rapidly changing technologies, evolving industry standards, frequent new product and service introductions and changing user demands. The introduction of new products and services embodying new technologies and the emergence of new industry standards and practices can render existing products and services obsolete and unmarketable or require unanticipated investments in technology. Our future success will depend on our ability to adapt to rapidly changing advertising formats and other technologies. We will need to enhance our existing technologies and services and develop and introduce a variety of new technologies and services to address our advertisers' changing demands. In addition, an increase in the bandwidth of Internet access resulting in faster data delivery may provide new products and services that will take advantage of this expansion in delivery capability. If we fail to adapt successfully to such developments, we could lose advertisers or advertising space. We may also experience difficulties that could delay or prevent the successful design, development, introduction or marketing of new technologies and services. Any new technologies and services or enhancement that we develop will need to meet the requirements of our current and prospective advertisers and may not achieve significant market acceptance. If the new technologies and services we introduce are not ultimately successful, the time and resources we devoted to their development may be wasted. We currently intend to launch our search engine advertising technology and our Internet user targeting technology in the second or third quarter of 2005. We have spent significant resources developing these new technologies and expect their results to be material to our future growth. If we do not successfully introduce new technologies and services or if we fail to keep pace with technological developments and the introduction of new industry and technology standards on a cost-effective basis, we could lose advertisers and advertising space and our revenue may decline.

Changes in government regulation and industry standards applicable to the Internet could decrease demand for our technologies and services or increase our costs.

        Laws and regulations that apply to Internet communications, commerce and advertising are becoming more prevalent. These regulations could affect the costs of communicating on the Internet and could decrease demand for our technologies and services or increase our costs.

        In the United States, federal and state laws have been enacted regarding children's privacy, copyrights, sending of unsolicited commercial email, user privacy, search engines, Internet tracking technologies, direct marketing, data security, pricing, sweepstakes, promotions, intellectual property ownership and infringement, trade secrets, export of encryption technology, taxation and acceptable content and quality of goods. The European Union has also adopted directives that may affect our ability to collect and use information regarding Internet users in Europe. Other laws and regulations

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may be adopted in the future. This legislation could hinder growth in the use of the Internet generally, and decrease the acceptance of the Internet as a communications, commercial and advertising medium.

        Several recent federal laws could have an impact on our business. The Digital Millennium Copyright Act is intended, in part, to limit the liability of eligible Internet service providers for listing or linking to third-party websites that include materials that infringe copyrights or other rights of others. The Children's Online Protection Act and the Children's Online Privacy Protection Act are intended to restrict the distribution of certain materials deemed harmful to children and impose additional restrictions on the ability of Internet services to collect user information from minors. In addition, the Protection of Children From Sexual Predators Act of 1998 requires Internet service providers to report evidence of violations of federal child pornography laws under certain circumstances. Though we specifically prohibit the use of our website network for any such activities, and refuse to transact business with any advertiser or website participating in such activities, such legislation may impose significant additional costs on our business or subject us to additional liabilities.

        The laws governing the Internet remain largely unsettled, even in areas where there has been some legislative action. We are not certain how our business might be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, libel, obscenity and export or import matters to the Internet advertising industry. The vast majority of such laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address such issues could create uncertainty in the Internet market. It may take years to determine how existing laws apply to the Internet and Internet advertising. Such uncertainty can make it difficult to predict costs and could reduce demand for our technologies and services or increase the cost of doing business as a result of litigation costs or increased service delivery costs.

        The growth and development of the market for Internet commerce may prompt calls for more stringent laws and regulations governing the Internet, both in the United States and abroad, which may impose additional burdens on companies conducting business over the Internet. In addition to governmental regulation, privacy advocacy groups and the advertising, technology and direct marketing industries are all considering various new, additional or different self-regulatory standards applicable to the Internet. Demand for our technologies and services may decrease and our business could be materially and adversely affected by the adoption or modification of laws, regulations or industry guidelines relating to the Internet, or the application of existing laws to the Internet or Internet-based advertising.

We may be subject to regulations and taxes in locations from which our transmissions do not originate and we may not accurately determine our tax liabilities, either of which could materially affect our financial results.

        Due to the global nature of the Internet, it is possible that, although our transmissions originate in Santa Barbara, California, San Jose, California and Ashburn, Virginia, the governments of other states or foreign countries might attempt to regulate our transmissions or levy sales or other taxes relating to our activities. For example, we file tax returns in the states where we are required to by law, based on principles applicable to traditional businesses. However, one or more states could seek to impose additional income tax obligations or sales tax collection obligations on out-of-state companies, such as us, that engage in or facilitate electronic commerce. A number of proposals have been made at state and local levels that could impose such taxes on the sale of products and services through the Internet or the income derived from such sales. If adopted, these proposals could substantially impair the growth of electronic commerce and seriously harm our profitability.

        The determination of our provision for income taxes and other tax liabilities requires significant judgment and, in the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

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If the technology that we currently use to target the delivery of Internet advertisements and to prevent fraud on our network is restricted by or becomes subject to regulation, our expenses could increase and we could lose advertisers or advertising space.

        Websites typically place small files of non-personalized, or anonymous, information, commonly known as cookies and action tags, on an Internet user's hard drive, generally without the user's knowledge or consent. Cookies generally collect aggregate information about users on a non-personalized basis to enable websites to provide users with a more customized experience. Cookie information is passed to the website through an Internet user's browser software. We use cookies to collect information regarding the ads we deliver to Internet users and their interaction with these ads. An action tag functions similarly to a banner ad, except that the action tag is not visible. Action tags may be placed on certain pages of a website, which enables us to measure an advertising campaign's effectiveness in driving Internet users to take specific actions. We use this information to identify Internet users who have received our ads in the past and to monitor and prevent potentially fraudulent activity. In addition, our proprietary technologies use this information to monitor the performance of ongoing advertising campaigns and plan future campaigns. Most currently available Internet browsers allow Internet users to modify their browser settings to prevent cookies from being stored on their hard drives, and some users currently do so. Internet users can also delete cookies from their hard drives at any time. Recently, technologies have been developed, like the Platform for Privacy Preferences Project, or P3P, which limit the collection of cookie and action tag information. Finally, third parties have brought class action lawsuits against other companies relating to the use of cookies, and we may be subject to similar lawsuits in the future. The use of such technologies or the results of such lawsuits could limit or eliminate our ability to use cookies and action tags.

        Some Internet commentators and privacy advocates have suggested limiting or eliminating the use of cookies and certain software programs which allow the monitoring of Internet users' activities without their consent; these programs are commonly known as "spyware." Legislation has been passed or is pending in several states and in the United States Congress that restrict the use of these types of technologies. For example, in California, the Consumer Protection Against Computer Spyware Act was passed and took effect on January 1, 2005. In the United States Congress, the House of Representatives recently passed two separate bills known as the Securely Protect Yourself Against Cyber Trespass Act, or the SPY Act, and the Internet Spyware Prevention Act of 2004, or the I-SPY Act. Both the SPY Act and the I-SPY Act are pending in the United States Senate. In addition, the European Union has adopted a directive requiring that when cookies are used, the user must be informed regarding the use and purpose of cookies and provided instructions on how to remove cookies.

        Any reduction of or limitation on our ability to use Internet tracking technologies such as cookies and action tags may:

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reduce the effectiveness of our proprietary technologies;



•

require us to replace or re-engineer our proprietary technologies, which could require significant amounts of our time and resources, may not be completed in time to avoid losing advertisers or advertising space, and may not be commercially or technically feasible; and



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cause us to become subject to costly and time-consuming litigation or investigations due to our use of cookie technology or other technologies designed to collect Internet usage information.

        Any one or more of these occurrences could result in increased costs, require us to change our business practices or divert management's attention.

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New technologies could block our ability to serve advertisements, and may reduce demand for our technologies and services.

        Technologies have been developed and distributed that are designed to block the appearance of pop-up and pop-under ads on website pages viewed by Internet users. For the years ended December 31, 2003 and 2004, we derived approximately 57% and 51%, respectively, of our revenue from our deployment of pop-under ads across our network. These ad- blocking technologies may become more effective and their use may become more widespread, and they may block the display of other current or future formats that we may use to deploy our ads. Substantially all of our revenue is derived from fees paid to us by advertisers in connection with the display of ads on websites. As a result, ad-blocking technology could reduce demand for our technologies and services and harm our business.

Disputes with advertisers or website publishers over our measurement of Internet user impressions, clicks or actions may cause us to lose advertisers and publishers.

        We earn advertising revenue and make payments to website publishers based on the number of impressions, clicks and actions from ads delivered on our network of websites. Advertisers' and publishers' willingness to use our services and join our network will depend on the extent to which they perceive our measurements to be accurate and reliable. Advertisers and publishers often maintain their own technologies and methodologies for counting impressions, clicks and actions from ads, and we frequently have had to resolve differences between our measurements and theirs, none of which we consider to be significant based on the amount subject to the dispute. Any significant dispute over the proper measurement of impressions, clicks and actions from ads could cause us to lose advertisers or publishers and the related revenue.

If our pricing models are not accepted by our advertisers, we could lose advertisers and our revenue could decrease.

        Many of our technologies and services are offered to advertisers based on cost-per-action or cost-per-click pricing models, under which advertisers only pay us if the user takes a specific action in response to the ad, such as clicking on it or registering on a website. These performance-based pricing models differ from the fixed-rate pricing model used by many Internet advertising companies, under which these companies are paid based on the number of times the ad is shown without regard to effectiveness. Our ability to generate significant revenue from advertisers will depend, in part, on our ability to demonstrate the effectiveness of our primary pricing models to advertisers, who may be more accustomed to a fixed-rate pricing model. Furthermore, intense competition among websites and other Internet advertising providers has led to the development of a number of alternative pricing models for Internet advertising. The proliferation of multiple pricing alternatives may confuse advertisers and make it more difficult for them to differentiate among these alternatives. In addition, it is possible that new pricing models may be developed and gain widespread acceptance that are not compatible with our business model or our technologies. These alternatives, and the likelihood that additional pricing models will be introduced, make it difficult for us to project the levels of advertising revenue or the margins that we, or the Internet advertising industry in general, will realize in the future. If advertisers do not understand the benefits of our pricing models, then the market for our services may decline or develop more slowly than we expect, which may limit our ability to grow our revenue or cause our revenue to decline.

        Limitations on our ability to collect and use data derived from advertising campaigns could significantly diminish the value of our technologies and services and cause us to lose advertisers and revenue.

        When a user visits the websites on our network, we use technologies, including cookies, to collect information such as the user's IP address, ads delivered by us that have been previously viewed by the user and responses by the user to those ads. In order to determine the effectiveness of an advertising

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campaign by one of our advertisers and to determine how to modify the campaign, we need to access and analyze this information. Certain of our advertisers and publishers prohibit or limit our collection or use of this data. Interruptions, failures or defects in our data collection systems, as well as privacy concerns regarding the collection of user data, could also limit our ability to analyze data from our advertisers' advertising campaigns. If that happens, we may be unable to provide effective technologies and services to advertisers and we may lose advertisers.

We could lose advertisers if we fail to detect click-through fraud on advertisements in a manner that is acceptable to our advertisers.

        We are exposed to the risk of fraudulent clicks on our ads by individuals seeking to increase the advertising fees paid to our website publishers. We may in the future have to refund revenue that our advertisers have paid to us and that was later attributed to click-through fraud. Click-through fraud occurs when an individual clicks on an ad displayed on a website for the sole intent of generating the revenue share payment to the publisher rather than to view the underlying content. From time to time we have experienced fraudulent clicks on our network and we do not charge our advertisers for such fraudulent clicks. This negatively affects our profitability, and this type of fraudulent act could hurt our brand. If fraudulent clicks are not detected, the affected advertisers may experience a reduced return on their investment in our advertising programs, which could lead the advertisers to become dissatisfied with our advertising campaigns, and in turn, lead to loss of advertisers and the related revenue.

Consolidation of website publishers may impair our ability to provide marketing services and acquire advertising space at favorable rates.

        The consolidation of Internet advertising networks and website publishers could eventually lead to a concentration of desirable advertising space on a small number of networks and large websites. Such concentration could:

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increase our costs if these publishers use their greater bargaining power to increase revenue share rates for advertising space;



•

impair our ability to provide advertising technologies and services if these publishers prevent us from distributing our advertisers' advertising campaigns on their websites or if they adopt ad delivery systems that are not compatible with our ad delivery systems; and



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lessen the value of our services as an intermediary if these publishers choose to negotiate directly with advertisers or use the services of our competitors rather than us.

If any of our advertisers are unable to pay for our technologies and services, we will lose the revenue related to the technologies and services we provided.

        Some of our advertisers have limited operating histories, are unprofitable and may not be able to pay for our services. In the past we have lost advertisers, or have had difficulty collecting payments from advertisers, who could not pay for our services because they were unprofitable and unable to secure funding. The ability of several of our advertisers to meet their payment obligations is affected by the risks and difficulties encountered by companies with limited operating histories, particularly in the evolving Internet market. We typically pay our publishers within 25 business days after the end of the month, regardless of whether we have received payment from our advertisers. If any of our current or future advertisers are unable to pay for our services, we will lose the revenue related to the services we provided.

We may be liable for content displayed on our network of websites which could increase our expenses.

        We may be liable to third parties for content in the ads we deliver if the artwork, text or other content included in the ads violates copyright, trademark, or other intellectual property rights of third parties or if the content is defamatory. From time to time we have received notice from third parties

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alleging that the content displayed on our network infringes their intellectual property rights. In the event any of these allegations result in claims or counterclaims, it could be time-consuming, result in costly litigation and divert management's attention.

If the market for Internet advertising fails to continue to develop, our future growth may be limited and our revenue may decrease.

        Our future success is highly dependent on the continued use and growth of the Internet as an advertising medium. The Internet advertising market is relatively new and rapidly evolving, and it uses different measurements than traditional media to gauge its effectiveness. As a result, demand for and market acceptance of Internet advertising services is uncertain. Many of our current or potential advertisers have little or no experience using the Internet for advertising purposes and have allocated only limited portions of their advertising budgets to the Internet. The adoption of Internet advertising, particularly by those entities that have historically relied upon traditional media for advertising, requires the acceptance of a new way of conducting business, exchanging information, measuring success and evaluating new advertising products and services. Such advertisers may find Internet advertising to be less effective for promoting their products and services than traditional advertising media. They may never adopt Internet advertising or cease using it. We cannot assure you that the market for Internet advertising will continue to grow or become sustainable. If the market for Internet advertising fails to continue to develop or develops more slowly than we anticipate, our ability to grow may be limited and our revenue may decrease.

The advertising industry, including Internet advertising, could be adversely affected by general economic downturns, catastrophic events or declines or disruptions in industries that advertise heavily on the Internet and, as a result, our revenue may decline.

        The advertising industry, including Internet advertising, is sensitive to both general economic and business conditions and to specific events, such as acts of terrorism. In addition, Internet advertising spending can be affected by the condition of industries that advertise heavily on the Internet such as the travel, financial services, education, telecommunications, retail and entertainment industries. Some of these industries tend to be sensitive to event-driven disruptions such as government regulation, war, terrorism, disease, natural disasters and other significant events. A general decline in economic conditions or disruptions in specific industries characterized by heavy spending on Internet advertising, could cause a decline in Internet advertising expenditures, which could in turn cause a decline in our revenue.

Changes to financial accounting standards and new exchange rules could make it more expensive to issue stock options to employees, which will increase our compensation costs and may cause us to change our business practices.

        We prepare our financial statements to conform with GAAP in the United States. These accounting principles are subject to interpretation by the Public Company Accounting Oversight Board, the SEC and various other bodies. A change in those policies could have a significant effect on our reported results and may affect our reporting of transactions completed before a change is announced. For example, we have used stock options and other long-term equity incentives as a component of our employee compensation packages. We believe that stock options and other long-term equity incentives directly motivate our employees to maximize long-term stockholder value and, through the use of vesting, encourage employees to remain with us. Several regulatory agencies and entities are considering regulatory changes that could make it more difficult or expensive for us to grant stock options to employees. In December 2004, the Financial Accounting Standards Board issued a final standard that requires us to record a charge to earnings for employee stock option grants. This standard will be effective for interim and annual periods beginning after June 15, 2005. We could adopt the standard in one of two ways—the modified prospective transition method or the modified retrospective transition method—and we have not concluded how we will adopt the new standard. In

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addition, regulations implemented by The Nasdaq National Market generally require stockholder approval for all stock option plans, which could make it more difficult or expensive for us to grant stock options to employees. We will, as a result of these changes, incur increased compensation costs, which could be material and we may change our equity compensation strategy or find it difficult to attract, retain and motivate employees.

We rely on bandwidth and data center providers, and other third parties for key aspects of the process of providing products and services to our advertisers and publishers, and any failure or interruption in the services and products provided by these third parties could disrupt our business and cause us to lose advertisers and advertising space.

        We rely on third-party vendors, including data center and bandwidth providers. Any disruption in the network access or co-location services, which are the services that house and provide Internet access to our servers, provided by these third-party providers or any failure of these third-party providers to handle current or higher volumes of use could significantly harm our business. Any financial or other difficulties our providers face may have negative effects on our business, the nature and extent of which we cannot predict. We exercise little control over these third-party vendors, which increases our vulnerability to problems with the services they provide. We license technology and related databases from third parties to facilitate aspects of our campaign reporting, analysis and storage of data, and delivery of ads across our network. We have experienced and expect to continue to experience interruptions and delays in service and availability for such elements. Any errors, failures, interruptions or delays experienced in connection with these third-party technologies and information services could negatively impact our relationship with our advertisers and publishers and adversely affect our brand and our business and could expose us to liabilities to third parties.

        Our systems also heavily depend on the availability of electricity, which also comes from third-party providers. If we were to experience a major power outage, we would have to rely on back-up generators. These back-up generators may not operate properly through a major power outage and their fuel supply could also be inadequate during a major power outage. Information systems such as ours may be disrupted by even brief power outages, or by the fluctuations in power resulting from switches to and from backup generators. This could disrupt our business and cause us to lose advertisers and advertising space.

We are in the process of implementing new financial and accounting systems which may not work as expected.

        We are in the process of implementing new financial and accounting software. Additionally, we are in the process of upgrading certain of our other information systems and internal controls. These systems are critical to our operations and involve sensitive interactions between us and our advertisers and our website publishers. If we fail to successfully implement and integrate these new financial reporting and accounting systems, or we are not able to scale these systems to our growth, we may not have adequate, accurate or timely financial information. Failure to have adequate, accurate or timely financial information could result in advertiser or publisher dissatisfaction, disrupt our operations and adversely affect our results of operations and effect our ability to prepare financial information in accordance with GAAP.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

        Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. For example, our auditors have identified the need to hire additional financial employees and upgrade our accounting system. In addition, Section 404 of the Sarbanes-Oxley

20

Act of 2002 will require us to evaluate and report on our internal controls over financial reporting and have our independent auditors attest to our evaluation, beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2006. We have prepared an internal plan of action for compliance with Section 404 and strengthening and testing our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 will be expensive and time consuming, and will require significant attention of management. Although we believe our recent efforts will strengthen our internal controls we are continuing to work to improve our internal controls, including in the areas of our accounting system. We cannot be certain that these measures will ensure that we implement and maintain adequate controls over our financial processes and reporting in the future. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness, the disclosure of that fact, even if quickly remedied, would reduce the market's confidence in our financial statements and harm our stock price. In addition, a delay in compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension or delisting of our common stock from The Nasdaq National Market and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price.

Risks Related to this Offering

Sales of a substantial number of shares of common stock in the public market following this offering may adversely affect the market price for our common stock.

        Upon completion of this offering, we will have 19,142,225 shares of common stock outstanding, of which the 6,500,000 shares sold in this offering, or 7,475,000 shares if the underwriters' over-allotment option is exercised in full, will be freely tradable without restriction or further registration under the Securities Act, unless purchased by our "affiliates," as such term is defined under the Securities Act, in which case such shares will be subject to the resale limitations but not the holding period requirements of Rule 144 under the Securities Act. We and our executive officers and directors, the selling stockholders and substantially all of our other stockholders and option holders, have entered into 180-day lock-up agreements with the underwriters. As of the date of this prospectus, holders of 285,360 shares (or shares issuable upon the exercise of outstanding options), in the aggregate, are not subject to a lock-up agreement; these shares become freely tradeable at various times after the date of this prospectus. See "Shares Eligible For Future Sale." The lock-up agreements prohibit each of us from selling or otherwise disposing of our shares of common stock except in limited circumstances. The lock-up agreements are contractual agreements, and Credit Suisse First Boston LLC and Citigroup Global Markets Inc., at their discretion, can waive the restrictions of any lock-up agreement at an earlier time without prior notice or announcement and allow the sale of shares of our common stock. If the restrictions in the lock-up agreements are waived, shares of our common stock will be available for sale into the public market, subject to applicable securities laws, which could reduce the market price for shares of our common stock. See "Underwriting."

        Under our investors' rights agreement, dated September 27, 2004, some of our stockholders have customary demand and piggyback registration rights. See "Description of Capital Stock—Registration Rights." In addition, we intend to file a registration statement under the Securities Act to register an aggregate of up to 4,000,000 shares of our common stock reserved for issuance under our 2005 Equity Incentive Plan, or 2005 Equity Plan. These shares, when issued in accordance with the plans, will be eligible for immediate sale in the public market, subject to the 180-day lock-up restriction described above and Rule 144 resale volume limitations if held by affiliates. We may also issue our common stock in connection with acquisitions or investments. The sale of any additional shares of our common stock, or the perception of investors that such a sale could take place, could depress the market price for our common stock.

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Our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid or at all.

        Our common stock has not been sold in a public market prior to this offering. We cannot predict the extent to which a trading market will develop or how liquid that market might become. The initial public offering price for our shares of common stock will be determined by negotiations among the representatives of the underwriters, the selling stockholders and us and may not be indicative of prices that will prevail in the trading market. The trading price of our common stock could be subject to wide fluctuations due to the factors discussed in this "Risk Factors" section and elsewhere in this prospectus. In addition, the stock market in general, and The Nasdaq National Market and technology companies in particular, have experienced extreme price and volume fluctuations. Current trading prices and valuations may not be sustainable. Investor sentiment towards the market and our industry may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a company's securities, securities class action litigation has often been instituted against such companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management's attention and resources.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline.

        The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our common stock, our common stock price would likely decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.

Concentration of ownership among our existing executive officers, directors and principal stockholders may prevent new investors from influencing significant corporate decisions and may result in a lower trading price for our common stock than if ownership of our common stock was less concentrated.

        Upon completion of this offering, our executive officers, directors and holders of 5% or more of our common stock and their affiliates will beneficially own, in the aggregate, approximately 53.1% of our outstanding common stock, and 50.6% of our common stock if the over-allotment option is exercised in full (based upon our outstanding common stock as of March 11, 2005). As a result, these stockholders, acting together, could have the ability to exert substantial influence over all matters requiring approval by our stockholders, including the election and removal of directors and any proposed merger, consolidation or sale of all or substantially all of our assets and other corporate transactions. This concentration of control could be disadvantageous to other stockholders with interests different from those of our executive officers, directors and principal stockholders. For example, our executive officers, directors and principal stockholders could delay or prevent an acquisition or merger even if the transaction would benefit other stockholders. In addition, this significant concentration of common stock ownership may adversely affect the market price for our common stock because investors often perceive disadvantages in owning stock in companies with a concentration of ownership in a few stockholders. See "Principal and Selling Stockholders."

We do not intend to pay any cash dividends in the foreseeable future and unless and until we pay cash dividends on our common stock, any gains from your investment in our common stock must come from an increase in its market price.

        Prior to September 27, 2004, we had elected to be treated as a subchapter S corporation for tax purposes. During this time period, we made regular distributions to our stockholders. In addition, as

22

part of our Series A Preferred Stock financing, which closed on September 28, 2004, we made a final cash distribution to our former S corporation stockholders of approximately $3.2 million on December 16, 2004. After our change in status from a subchapter S corporation to a C corporation on September 28, 2004 up through December 31, 2004 we did not declared or paid any cash dividends on our capital stock except for the final distribution to our subchapter S corporation stockholders on December 16, 2004. We do not anticipate declaring or paying any cash dividends in the foreseeable future. We intend to reinvest any earnings in the growth of our business. Payments of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. Therefore, unless and until we pay cash dividends on our common stock, any gains from your investment in our common stock must come from an increase in its market price.

Our new investors will experience dilution in the book value per share, and they may not be able to resell their shares of our common stock at or above the price they paid for their shares.

        The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock immediately after this offering. As a result, purchasers of the common stock in this offering will experience an immediate and substantial dilution of $8.45 in the net tangible book value per share based on the assumed initial public offering price of $13.00 per share, the midpoint of the price range set forth on the front cover of this prospectus. Any exercise of options that are currently outstanding will result in further dilution. As a result of this dilution, investors may not be able to resell their shares of our common stock at or above the price they paid for their shares.

We will incur increased costs as a public company, which could decrease our margins and negatively affect our results of operations.

        As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the SEC and The Nasdaq National Market, have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, as a result of being a public company, we will be required to create additional board committees and adopt policies regarding internal controls and disclosure controls and procedures. In addition, we will incur additional costs associated with our public company reporting requirements. We also expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, but we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We have not determined a specific use for the net proceeds received by us from this offering and we may use these proceeds in ways with which you may not agree.

        We have not determined a specific use for the net proceeds received by us from this offering. You will not have the opportunity, as part of your investment decision, to assess whether the net proceeds are being used appropriately. Our management will have considerable discretion in the application of the net proceeds from this offering and you must therefore rely on their judgment. We intend to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures. We may also use a portion of the net proceeds to acquire or invest in businesses and technologies. However, we have no present understandings, commitments or agreements with

23

respect to the acquisition of other businesses or technologies. The net proceeds received by us from this offering may be placed in investments that do not produce income or which lose value, or could be applied in other ways that do not improve our operating results or increase the value of your investment.

We plan to reincorporate in Delaware prior to the effective date of the registration statement of which this prospectus is a part and provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

        Provisions in our certificate of incorporation and bylaws, as amended and restated prior to the closing of this offering, may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

•

Vacancies created by the expansion of the board of directors, or the resignation, death or removal of a director may be filled only by a majority of the remaining directors, even though less than a quorum, or by a sole remaining director, and not by the stockholders.



•

Our certificate of incorporation does not provide for cumulative voting in the election of directors. This limits the ability of minority stockholders to elect director candidates. Members of the board of directors may only be removed for cause and upon the affirmative vote of the holders of a majority of our capital stock entitled to vote.



•

Our certificate of incorporation provides for the board of directors to be divided into three classes, each with staggered three-year terms. As a result, only one class of directors will be elected at each annual meeting of stockholders, and each of the two other classes of directors will continue to serve for the remainder of their respective three-year term, limiting the ability of stockholders to reconstitute the board of directors.



•

Our bylaws provide that the holders of a majority of our capital stock entitled to vote constitute a quorum for the conduct of business at a meeting of stockholders. However, the holders of at least two-thirds of our outstanding voting stock must approve any amendments to the protective provisions of our certificate of incorporation and bylaws, which include the requirements that actions by stockholders be taken at duly called meetings and not by written consent, and that our board of directors be divided into three classes with staggered terms.



•

Our bylaws provide that special meetings of the stockholders can be called only by the board of directors, the chairman of the board or the president, and not by any stockholder. Our bylaws also prohibit the conduct of any business other than as specified in the notice of special meeting or as otherwise brought before the meeting by the board of directors. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of us.



•

Our board of directors may issue, without stockholder approval, shares of preferred stock with rights, preferences and privileges determined by the board of directors. The ability to authorize and issue preferred stock with voting or other rights or preferences makes it possible for our board of directors to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us.



•

We will be subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15 percent or more of its capital stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction in which such person became such an interested stockholder. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us. See "Description of Capital Stock."

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

•

our expectations regarding our future operating results;



•

our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing;



•

plans for future technologies and services and for enhancements of existing technologies and services;



•

elements of our growth strategy;



•

our intellectual property;



•

anticipated trends and challenges in our business and the market in which we operate;



•

statements regarding our potential legal proceedings; and



•

our ability to attract advertisers, advertising agencies and websites.

In some cases, you can identify forward-looking statements by such terms as "may," "might," "will," "objective," "intend," "should," "could," "can," "would," "expect," "believe," "estimate," "predict," "potential," "plan," "is designed to" or the negative of these terms, and similar expressions.

        These statements reflect our current views with respect to future events and are based on assumptions and estimates, which are subject to risks and uncertainties including those discussed under the heading "Risk Factors" and elsewhere in this prospectus. Accordingly, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. We do not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statement is made.

        You should read this prospectus, the documents to which we refer in this prospectus and those we have filed as exhibits to the registration statement of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

        References to industry statistics and market data attributed to Forrester Research are references to their independent research publication Marketing to Consumers: The Changing Landscape, November 22, 2004. References to industry statistics and market data attributed to comScore Media Metrix are references to their independent research publication Inside the Ratings, January 2005. Although we believe that these publications are reliable, we have not independently verified the data contained in them.

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USE OF PROCEEDS

        We estimate that we will receive net proceeds of $63,748,271 from our sale of the shares of common stock offered by us in this offering, assuming an initial public offering price of $13.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters' over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $75,536,021. We will not receive any of the proceeds from the sale of shares of common stock by the selling stockholders.

        The principal purposes for this offering are to increase our working capital, create a public market for our common stock, facilitate our future access to the public capital markets and increase our visibility in our markets. We intend to use the net proceeds from this offering for working capital, expansion of our operations, investment in new product development and strategic initiatives, including spending an estimated $2.5 to $3 million in capital expenditures in 2005. We may use a portion of the net proceeds to partially fund the anticipated increase in our sales and marketing, technology and general and administrative operating expenses, including an estimated $2 million in expenses in 2005 related to public company costs. We may also use a portion of the net proceeds to pursue acquisition candidates to grow our advertising and publishing base and access technology and talent. However, we have no present understandings, commitments or agreements with respect to the acquisition of other businesses or technologies.

        We have not yet determined all of our anticipated expenditures and therefore cannot estimate the amounts to be used for all of the purposes discussed above. The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, competitive and technological developments and the rate of growth, if any, of our business. Accordingly, our management will have broad discretion in applying the net proceeds from this offering. Pending the uses described above, we intend to invest the net proceeds from this offering in short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

        We currently intend to retain any future earnings to finance the growth, development and expansion of our business and do not anticipate paying cash dividends in the future. Payments of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs and plans for expansion and any legal or contractual restrictions on the payment of dividends.

        During the time period that we elected to file taxes as a subchapter S corporation, our policy was to disburse the necessary amount of funds to satisfy the stockholders' estimate of income tax liabilities based on our taxable income. These stockholder distributions were $0.6 million, $4.4 million and $7.1 million, respectively, in 2002, 2003 and 2004, including a final cash distribution to our former S corporation stockholders of approximately $3.2 million on December 16, 2004.

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CAPITALIZATION

        The following table sets forth our capitalization as of December 31, 2004, as follows:

•

on an actual basis;



•

on an unaudited pro forma basis to give effect to the conversion of all of our outstanding shares of Series A Preferred Stock into 10,656,425 shares of common stock prior to completion of this offering; and



•

on an unaudited pro forma as adjusted basis to reflect (1) the sale of 5,409,205 shares of common stock by us in this offering at the estimated initial public offering price of $13.00 per share, the midpoint of the price range set forth on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and (2) the filing of our amended and restated certificate of incorporation immediately prior to the completion of this offering.

        You should read this table together with "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and the related notes appearing elsewhere in this prospectus.

				As of December 31, 2004
				Actual			Pro Forma			Pro Forma As Adjusted
				(in thousands, except share data)
							(unaudited)
Cash and cash equivalents				$	12,397		$	12,397		$	76,145
Short-term investments					7,954			7,954			7,954
Long-term obligations (including current portion)					121			121			121
Redeemable convertible preferred stock, no par value per share; 2,131,285 shares authorized, issued and outstanding, actual; 2,131,285 shares authorized and no shares issued or outstanding, pro forma; and no shares authorized, issued or outstanding pro forma as adjusted					73,416			—			—
Stockholders' equity:
	Preferred stock; no par value per share, no shares authorized, issued or outstanding, actual and pro forma; $0.001 par value per share, 10,000,000 shares authorized and no shares issued or outstanding, pro forma as adjusted				—			—			—
	Common stock, no par value per share, 18,750,000 shares authorized, 11,991,315 shares issued and 3,076,595 shares outstanding, actual; no par value per share, 18,750,000 shares authorized and 13,733,020 shares issued and outstanding, pro forma; and $0.001 par value per share, 100,000,000 shares authorized, 19,142,225 shares issued and outstanding, pro forma as adjusted				8,395			81,811			19,142
	Additional paid-in capital				—			—			72,031
	Deferred stock-based compensation				(7,249	)		(7,249	)		(7,249	)
	Less: treasury stock				(54,386	)		(54,386	)		—
	Retained earnings				3,312			3,312			3,312
		Total stockholders' equity (deficit)			(49,928	)		23,488			87,236
			Total capitalization	$	23,609		$	23,609		$	87,357

        The table above excludes the following shares:

•

2,380,365 shares of common stock issuable upon the exercise of options outstanding as of December 31, 2004, at a weighted average exercise price of $2.25 per share;



•

935,745 shares of common stock reserved for future issuance under our 2004 Stock Plan; and



•

4,000,000 shares of common stock reserved for future issuance under our 2005 Equity Plan.

        As of December 31, 2004, no shares remain available for issuance under our 2000 Stock Plan and 935,745 shares remained available for future issuance under our 2004 Stock Plan. Upon the completion of this offering, we do not intend to grant any more options under our 2004 Stock Plan.

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DILUTION

        If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering. Pro forma net tangible book value per share represents the amount of our total pro forma stockholders' equity less total intangible assets, divided by the number of shares of common stock outstanding as of December 31, 2004 after giving effect to the conversion of all of our outstanding Series A Preferred Stock into an aggregate of 10,656,425 shares of our common stock and a five-for-one stock split of our common stock, both of which will occur prior to completion of this offering.

        Investors participating in this offering will incur immediate, substantial dilution. Our pro forma net tangible book value was approximately $23.3 million, computed as total pro forma stockholders' equity less total intangible assets, or $1.69 per share of common stock as of December 31, 2004. After giving effect to the sale of 5,409,205 shares of common stock by us in this offering at the assumed initial public offering price of $13.00 per share, the midpoint of the range on the cover page of this prospectus, after deducting underwriting discounts, commissions and estimated offering expenses we are responsible for paying, our pro forma as adjusted net tangible book value as of December 31, 2004, would have been $86.9 million, or $4.55 per share of common stock. This represents an immediate increase in pro forma net tangible book value of $2.86 per share of common stock to our existing stockholders and an immediate dilution of $8.45 per share to the new investors purchasing shares in this offering. The following table illustrates this per share dilution:

Assumed initial public offering price per share				$	13.00
	Pro forma net tangible book value per share before this offering at December 31, 2004	$	1.69
	Increase in net tangible pro forma book value per share attributable to new investors in this offering		2.86
	Pro forma as adjusted net tangible book value per share after this offering				4.55
Dilution per share to new investors				$	8.45

        The following table summarizes, as of December 31, 2004, on a pro forma as adjusted basis, the total number of shares, the consideration paid to us, and the average price per share paid by existing stockholders and by new investors purchasing shares of common stock in this offering from us at the assumed initial public offering price of $13.00 per share, the midpoint of the range on the cover page of this prospectus, and before deducting the underwriting discounts, commissions and estimated offering expenses we are responsible for paying (in thousands except percentages and per share amounts):

		Shares Purchased			Total Consideration
									Average Price per Share
		Number	Percent		Amount		Percent
Existing stockholders		13,733	71.7	%	$	27,425	28.1	%	$	2.00
New Investors		5,409	28.3			70,320	71.9			13.00
	Total	19,142	100	%	$	97,745	100	%	$	5.11

        If the underwriters exercise their over-allotment option in full, the following will occur: (1) the number of shares of common stock held by our existing stockholders will represent approximately 66.6% of the total number of shares of common stock outstanding; and (2) the number of newly issued shares of common stock held by new investors will be increased to 6,384,205, or approximately 33.4% of the total number of shares of our common stock outstanding after this offering.

        The discussion and tables above are based on the number of shares of common stock and Series A Preferred Stock outstanding as of December 31, 2004.

        The discussion and tables above exclude the following shares:

•

2,380,365 shares of common stock issuable upon exercise of stock options outstanding, as of December 31, 2004, at a weighted average exercise price of $2.25 per share;



•

935,745 shares of common stock available for future issuance under our 2004 Stock Plan, as of December 31, 2004; and



•

4,000,000 shares of common stock reserved for future issuance under our 2005 Equity Plan.

        To the extent outstanding options are exercised, new investors will experience further dilution.

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SELECTED FINANCIAL DATA

        The following table sets forth our selected historical financial data as of and for the periods presented. The statements of income data for the years ended December 31, 2002, 2003 and 2004 and the balance sheet data as of December 31, 2003 and 2004 are derived from our audited financial statements included elsewhere in this prospectus. The statements of income (loss) data for the period beginning March 31, 2000, our inception, through December 31, 2000 and the year ended December 31, 2001, and the balance sheet data as of December 31, 2000, 2001 and 2002 are derived from our audited financial statements for those periods, which are not included in this prospectus. The selected financial data presented below should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this prospectus.

        The unaudited pro forma statement of income data presents our pro forma provision for income taxes and pro forma net income as if we had been a C corporation for all periods presented. The historical results are not necessarily indicative of the results to be expected for any future periods.

		March 31, 2000 (Inception) Through December 31, 2000			Year Ended December 31,
					2001			2002		2003			2004
		(in thousands, except per share data)
Statements of Income (Loss) Data:
Revenue		$	143		$	4,480		$	17,664	$	28,663		$	58,015
Cost of revenue			106			3,114			11,766		19,246			38,055
Gross profit			37			1,366			5,898		9,417			19,960
Operating costs(1):
	Sales and marketing		68			229			995		2,160			6,810
	Technology		15			221			345		402			2,287
	General and administrative		81			193			422		1,045			2,787
	Stock-based compensation(2)		—			—			—		—			644
Total operating costs			164			643			1,762		3,607			12,528
Operating income			(127	)		723			4,136		5,810			7,432
Interest and dividend income			10			8			19		19			124
Interest expense			—			—			—		(5	)		(8	)
Loss on sale/disposal of equipment			—			(1	)		—		(12	)		(2	)
Income before income taxes			(117	)		730			4,155		5,812			7,546
Provision for income taxes(3)			—			207			97		55			2,412
Net income (loss)(4)		$	(117	)	$	523		$	4,058	$	5,757		$	5,134
Basic earnings (loss) per share		$	(0.02	)	$	0.07		$	0.42	$	0.55		$	0.58
Fully diluted earnings (loss) per share		$	(0.02	)	$	0.07		$	0.39	$	0.54		$	0.44
Unaudited Pro Forma Statements of Income Data(5):
Income before income taxes								$	4,155	$	5,812		$	7,546
Pro forma provision for income taxes									1,581		2,167			2,786
Pro forma net income								$	2,574	$	3,645		$	4,760
Pro forma basic earnings per share								$	0.26	$	0.35		$	0.54
Pro forma fully diluted earnings per share								$	0.25	$	0.34		$	0.41

(footnotes on following page)

29

	As of December 31,
	2000			2001		2002		2003		2004
	(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	55		$	89	$	2,023	$	1,657	$	12,397
Short-term investments		—			—		—		—		7,954
Working capital		43			553		3,687		4,131		20,072
Total assets		403			1,697		6,074		7,854		33,883
Loans payable (including current portion)		—			—		—		156		121
Redeemable convertible preferred stock		—			—		—		—		73,416
Retained earnings (deficit)		(117	)		406		3,857		5,230		3,312
Total stockholders' equity (deficit)	$	284		$	807	$	4,248	$	5,657	$	(49,928	)

(1)

Operating costs for 2004 include the one-time compensation charge of $952,000 paid to employees in conjunction with the termination of the Ownership Equivalency Plan. See Note 12 of the notes to our financial statements included elsewhere in this prospectus.

(2)

See Note 1 and Note 11 of the notes to our financial statements included elsewhere in this prospectus for an explanation of our stock-based compensation.

(3)

From our inception in 2000 to December 31, 2001, we operated as a C corporation. For all of 2002 and 2003 and the period from January 1, 2004 through September 27, 2004 we were a subchapter S corporation. On September 27, 2004 our subchapter S corporation status was revoked in connection with the issuance of our Series A Preferred Stock and we now operate as a C corporation. The provision for income taxes for the year ended December 31, 2004 includes the recognition of taxes of $1,061 under Section 481(a) of the Internal Revenue Code as a result of the revocation of our subchapter S corporation status. See Note 1 and Note 4 of the notes to our financial statements included elsewhere in this prospectus.

(4)

As a result of our subchapter S corporation status for tax purposes for all of 2002 and 2003 and for the period from January 1, 2004 through September 27, 2004 and our status as a closely held corporation from inception through December 31, 2001, earnings per share information has not been presented.

(5)

Presents pro forma provision for income taxes and pro forma net income as if we operated as a C corporation, in all periods presented, except for the period from March 31, 2000 (our inception) through December 31, 2000 and the year ended December 31, 2001 in which we were a C corporation. See Note 1 and Note 4 of the notes to our financial statements included elsewhere in this prospectus for an explanation of the unaudited pro forma statement of income data.

30

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the financial statements and related notes that are included elsewhere in this prospectus. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those described under "Risk Factors" or elsewhere in this prospectus.

General

        We are a provider of performance-based Internet advertising technologies and services to advertisers and website owners, or publishers. Our technologies and services, including our proprietary Optimization Engine, Internet ad placement bidding system, and reporting and campaign management tools, are designed to improve the effectiveness of Internet ad campaigns and provide advertisers with an increased return on their advertising expenditures. We believe our technologies and services also enhance the value of Internet advertising space available on our network of more than 8,000 third-party websites.

        Our advertisers include direct response marketers, brand marketers and advertising agencies. We represent advertisers in a variety of industries, including travel, financial services, education, telecommunications, retail, automotive, entertainment, finance, pharmaceutical and health and information technology, either directly or indirectly through an advertising agency. During 2004, no advertiser accounted for more than 10% of our revenue. Our top ten advertisers accounted for 47.6% and 45.8% of our advertising revenue for 2003 and 2004, respectively.

        Our network reached over 115 million unique Internet users in January 2005 according to comScore Media Metrix, giving our network one of the broadest reaches of any Internet advertising network. In determining the number of unique Internet users, comScore Media Metrix counts visitors only once in a given month regardless of the number of times they visit a website. We have built our network of over 8,000 third-party websites by offering publishers attractive pricing and revenue sharing agreements, easy-to-use, web-based tools and quality service. Our publishers include publishers of branded websites that offer large amounts of advertising space as well as a substantial number of websites that reach Internet users with highly-targeted demographics and interests. No single publisher accounted for more than 10% of our publisher expenses during 2003 or 2004. Our top ten publishers accounted for 22.6% and 21.6% of our publisher expenses for 2003 and 2004, respectively.

Overview

Our History

        We were founded in March 2000 and engaged primarily in the development of our proprietary technology throughout 2000. We began generating revenue in 2000, and have since increased our revenue from $0.1 million in 2000, to $4.5 million in 2001, $17.7 million in 2002, $28.7 million in 2003 and $58 million in 2004. We introduced our proprietary Optimization Engine and our ad placement bidding system in late 2000 and became profitable in the first quarter of 2001. We generated a net loss of $0.1 million for 2000 and net income of $0.5 million, $4.1 million, $5.8 million and $5.1 million in 2001, 2002, 2003 and 2004, respectively.

        Our early operations were financed with $0.4 million of equity financing in March 2000. Thereafter, we financed our operations primarily through internally generated funds through September 2004. On September 28, 2004, we sold 2,131,285 shares of our Series A Preferred Stock (which will convert into 10,656,425 shares of common stock prior to the completion of this offering after giving effect to a five-for-one stock split of our common stock) at a price per share of $35.19, for an aggregate purchase price of approximately $75 million. Approximately $55 million of these proceeds

31

were used to repurchase 1,562,944 shares (on a pre-split basis, or 7,814,720 shares after giving effect to a five-for-one stock split) of our common stock held by our founders, employees and investors at the issuance price. Approximately $20 million of our net proceeds from the sale of our Series A Preferred Stock remains on our balance sheet as cash, cash equivalents and short-term investments and we expect to use these funds to finance our future growth. We also made a final cash distribution to our former subchapter S corporation stockholders of approximately $3.2 million on December 16, 2004.

        From our inception to December 31, 2001, we operated as a C corporation. Effective January 1, 2002, we elected to be taxed as a subchapter S corporation for federal and state income tax purposes. For the years ended December 31, 2002 and 2003 and the period from January 1, 2004 through September 27, 2004, we did not incur any provision for federal income taxes as the income, deductions, gains, losses, tax credits and other tax attributes of the corporation for these periods passed through and were taxed directly to the stockholders. We were subject to a 1.5% California subchapter S corporation income tax during these periods. We made distributions to our stockholders of $0.6 million, $4.4 million and $7.1 million for the years ended December 31, 2002, 2003 and 2004, respectively. Our subchapter S corporation status was revoked on September 27, 2004 in connection with the issuance of our Series A Preferred Stock and we now operate as a C corporation and are subject to federal and state tax in the United States.

        We have grown our employee base from three employees at inception to 35 employees as of December 31, 2003 and 87 employees as of December 31, 2004. While we have increased the number of our employees in all areas, our highest growth has been in our sales and marketing, technology and general and administrative departments. We expect our headcount to continue to grow as our business expands. We have two office locations in Santa Barbara, California, including our corporate headquarters. We also currently have sales and marketing employees in San Francisco, Los Angeles and New York City, and are in the process of establishing a Los Angeles office. We also lease server space in San Jose, California and Ashburn, Virginia.

Our Business Model

        We generate revenue primarily from the sale of advertising across our growing network of over 8,000 websites. Advertising space on our network of websites is priced through our ad placement bidding system, which values advertising space based on market demand by matching the advertisers bidding the highest price for the advertising space that meets their campaign objectives with the websites able to supply that space, subject to certain rules that may be set by us, our advertisers or our publishers.

        We offer advertisers multiple pricing options to achieve their desired results. These alternatives include:

•

Cost-per-action, where the advertiser pays us a fee based on the number of specified Internet user responses, such as registrations, requests for information or sales that its ads produce;



•

Cost-per-click, where the advertiser pays us a fee based on the number of clicks its ads generate; and



•

Cost-per-thousand impressions, where the advertiser pays us a fee based on the number of times its ads are displayed, referred to as impressions.

        While we allow advertisers to purchase website advertising space based on a cost-per-action, cost-per-click or cost-per-thousand impressions pricing model, we pay for a majority of our publishers' website advertising space on a cost-per-thousand impressions basis. This allows our publishers to be paid for the impressions they serve and our advertisers to receive the performance-based pricing model they desire for their advertising campaigns.

        Our standard advertising contract covers both campaign management and ad delivery. We generally bill advertisers on a 30-day, net basis, although a portion of our advertisers prepay us for

32

their campaigns. Our advertising contracts are terminable at any time by the advertiser or us with no penalty upon one business day prior notice. Our standard publishers' agreement covers the provision and use of Internet advertising campaigns and the related payments. We typically pay our publishers within 25 business days after the end of the month under the revenue-sharing provisions of our publisher's agreement. Under these agreements we generally pay them up to 65% of the advertising revenue we generate from ads placed on their websites. We can terminate our publisher's agreement at any time without penalty.

Components of Gross Margin

Sources of Revenue

        We principally derive revenue from the sale of Internet advertising space across our network of websites. With respect to the Internet advertising services we provide to advertisers, we recognize revenue when the advertising impression is served (for cost-per-thousand impressions contracts) or when the specified click or other action occurs or when lead-based information is delivered (for cost-per-click and cost-per-action contracts), provided that we have no significant remaining obligations, collection of the resulting receivable is reasonably assured and prices are fixed and determinable. Our revenue recognition policy is discussed in more detail in the section below entitled "Critical Accounting Policies and the Use of Estimates—Revenue Recognition."

Cost of Revenue

        Cost of revenue consists primarily of amounts we incur and pay to our publishers for their share of revenue we derive from the sale of their website advertising space and, to a lesser extent, the cost of maintaining the computer systems infrastructure which supports our proprietary technologies, the salaries and benefits of network operations personnel, bandwidth and communications costs, depreciation of network infrastructure equipment and the cost of database maintenance and support.

Components of our Operating Costs and Other Items

        The following describes certain line items in our statement of operations:

Operating Costs

        Our operating costs include sales and marketing, technology, general and administrative and stock-based compensation. Since we expect the growth of our operating expenses to be driven, in part, by the growth of our business, we are currently unable to accurately estimate the anticipated increases in these costs.

        Sales and marketing.    Our sales and marketing expenses primarily consist of the compensation and associated costs for sales and marketing personnel, marketing and advertising, public relations and other promotional activities, general business development activities, publisher acquisition and product development expenses. We expect sales and marketing expenses to increase in absolute terms with the growth of our business as we expand our sales and marketing workforce and further promote our products and services. In addition, we will incur an additional $195,000 of sales and marketing costs in 2005 in connection with the resignation of our former chief marketing officer.

        Technology.    Technology costs include expenses for the research and development of new technologies designed to enhance our Internet advertising services and costs associated with the maintenance and administrative support of our technology team, including the salaries and related expenses for our research and development, as well as costs for contracted services and supplies. Also included in technology is the amortization of capitalized software development costs. We expect our technology expenses to increase in absolute terms as we grow and continue to invest in new technologies and hire additional technology personnel.

33

        General and administrative.    Our general and administrative expenses primarily consist of the compensation and associated costs for general and administrative personnel and facility costs. We expect that general and administrative expenses will increase in absolute terms as we hire additional personnel and incur costs related to the anticipated growth of our business and our operation as a public company.

        Stock-based compensation.    We have recorded stock-based compensation expense for some of our equity awards provided to employees and non-employee directors. Our accounting policy for recognizing stock compensation expense is described in the section below entitled "Critical Accounting Policies and the Use of Estimates—Accounting for Stock-Based Compensation." As of December 31, 2004, we had an aggregate of $7.2 million of deferred stock-based compensation expense, which will be recognized over the next four years as the related awards vest.

        We expect sales and marketing, technology and general and administrative operating expenses to increase quarter over quarter commensurate with our revenue growth over the same periods. The largest impact on these expenses relate to public company costs, which we estimate to be approximately $2 million for 2005. We expect to fund the increase in these expenses by future cash flow from operations, our current cash position and funds generated by this offering.

Income Taxes

        We are subject to tax in the United States as we are now a C corporation. The accounting for income taxes is discussed in more detail in the section below entitled "Critical Accounting Policies and Use of Estimates—Accounting for Income Taxes."

Trends that Affect our Business

        Our business has grown rapidly since our inception in March 2000, and we expect that it will continue to grow; however, we anticipate that our growth rate will slow as our revenue base increases. We expect that some of the historical trends or patterns in our business will change over time, and in managing and evaluating our business we are focused on several trends, including the following:

•

Revenue growth.    Our revenue depends on the volume of paid ads, pricing of advertising and ad format mix that our advertisers purchase. Over the past several years we have experienced a significant increase in the volume of paid ads we deliver across our network. Additionally, we have generally experienced a gradual increase in ad pricing. The historical increase in ad volume and pricing has been partially offset by the introduction of new, lower-priced ad formats and other new products in response to demand from both advertisers and publishers. We anticipate that the volume of paid ads, pricing of advertising and ad format mix will continue to be key revenue drivers in the future. Although we are unable to predict the future demand for ad types and the impact on the anticipated sales mix of our ad formats, we expect a continued increase in the volume of lower-priced ad formats. An increased demand for lower priced ad formats could potentially displace or reduce the demand for higher priced ad formats, and, to the extent not offset by an increase in ad volume, result in lower overall revenue for us. In addition, to the extent that the lower priced ad formats do not have a correspondingly lower revenue share payment, they could result in a lower gross profit margin.



•

Gross profit margin.    The primary component of our cost of revenue is the revenue share payments we make to our publishers. The percentage of revenue we share with our publishers has remained relatively constant. We anticipate that our gross profit margin will increase as advertisers continue to shift to cost-per-action and cost-per-click based pricing models. Our advertisers increasingly prefer to purchase advertising on a cost-per-action or cost-per-click basis because they pay only for ads which result in the desired action. Our publishers typically prefer payment on a cost-per-thousand impressions basis, in which they are paid for the impressions they serve and do not assume any risk relating to the performance of an ad. In order to mitigate

34

the performance risks associated with paying publishers on a cost-per-thousand impressions basis for the cost-per-action based and cost-per-click based campaigns of our advertisers, we typically build in a higher profit margin when pricing these campaigns. We do this by initially running tests on an advertising campaign priced on a cost-per-action or cost-per-click basis, which measures user responses to the campaign to determine how many impressions it takes to achieve the action or click. Based on this information, we may then adjust the pricing of the campaign to mitigate our performance risk associated with paying for the campaign on a cost-per-thousand impressions basis, thereby increasing our gross margin. To the extent that we are able to manage the risks associated with advertisers purchasing on a cost-per-action and cost-per-click basis and paying publishers on a cost-per-thousand impression basis, we believe that our gross profit margins will increase.

•

Sales and marketing.    We anticipate that our sales and marketing expenses will increase over the next several quarters. In addition, as we continue to grow, we expect to hire additional sales and marketing personnel and expand to new facilities to accommodate our growing sales and marketing team.



•

Technology.    We anticipate increasing our investment in the development and deployment of new products, services and features to our existing technologies and services. Our historical decline in technology expense as a percentage of revenue primarily reflects the increase in our revenue over the three year period ended December 31, 2003. In the future, we expect our technology expense, both as a percentage of revenue, and in absolute dollars, will increase. In addition, as we continue to grow, we expect to hire additional technology personnel and expand to new facilities.



•

General and administrative.    We anticipate that our general and administrative expenses will increase over the next several quarters as we incur expenses related to being a public company, including increased legal, accounting and insurance expenses. We estimate increased expenses related to public company costs of approximately $2 million for 2005. In addition, as we continue to grow, we expect to hire additional senior management personnel and expand to new facilities.



•

Seasonality and cyclicality.    We believe that our business is subject to seasonal and cyclical fluctuations. Generally, our advertisers and advertising agencies place more ads in the fourth calendar quarter and fewer ads in the first calendar quarter of each year. Overall Internet usage generally declines during the summer months, resulting in lower inventories in our website network and lower revenue for us. In addition, domestic advertising spending generally is cyclical in reaction to overall conditions in the United States economy. Our rapid historical growth rate has masked the impact of seasonality on our business. As our growth rate slows, however, we expect the seasonal pattern of our business to become more pronounced.



•

Volume of advertising space.    Over the past several years our website network and advertising space volume have increased significantly. In order to continue to grow our revenue we must increase the volume of advertising space that we are able to sell to advertisers. We anticipate that our ability to grow advertising space volume will be influenced by a number of factors including the size of our website network and Internet advertising market dynamics such as sector consolidation.



•

Provision for income taxes.    From our inception to December 31, 2001 we operated as a C corporation. From January 1, 2002 through September 27, 2004 we operated as a subchapter S corporation. In connection with the issuance of our Series A Preferred Stock our subchapter S corporation status was revoked and we now operate as a C corporation. During the period we were a subchapter S corporation, we did not incur any provision for federal income taxes and we were subject to a 1.5% California income tax. As a C corporation, we will now pay

35

C corporation income taxes. We currently anticipate our effective tax rate to be approximately 40%, excluding the effects of any future tax credits.

Results of Operations

        The following table sets forth the items in our historical statements of income for the periods indicated as a percentage of revenue:

		Year Ended December 31,
		2002		2003		2004
Statements of Income Data:
Revenue		100.0	%	100.0	%	100.0	%
Cost of revenue		66.6		67.1		65.6
Gross profit		33.4		32.9		34.4
Operating costs:
	Sales and marketing	5.6		7.5		11.8
	Technology	2.0		1.4		3.9
	General and administrative	2.4		3.6		4.8
	Stock-based compensation	—		—		1.1
Total operating costs		10.0		12.5		21.6
Operating income		23.4		20.4		12.8
Interest and dividend income		0.1		0.1		0.2
Interest expense		—		—		—
Loss on sale/disposal of equipment		—		—		—
Income before income taxes		23.5		20.5		13.0
Provision for income taxes		0.5		0.2		4.2
Net income		23.0	%	20.3	%	8.8	%

Comparison of the Years Ended December 31, 2003 and 2004

        Revenue.    Revenue increased from $28.7 million in 2003 to $58 million in 2004, a 102.4% increase. This increase was primarily due to an increase in the number of paid ads delivered across our website network as well as a slight increase in the average price of existing ad formats as compared to the prior period. This growth in volume and ad pricing was partially offset by a shift in mix to include new lower priced advertising formats.

        Cost of revenue.    Cost of revenue increased from $19.2 million in 2003 to $38.1 million in 2004, a 97.7% increase. Our cost of revenue decreased slightly as a percentage of revenue from 67.1% in 2003 to 65.6% in 2004. This increase in absolute dollars was primarily due to an increase in the volume of advertising sold to advertisers resulting in increased publisher revenue-share costs. The percentage of revenue we shared with publishers remained relatively constant and we continued to pay our publishers primarily on a cost-per thousand impressions basis, the shift to cost-per-action and cost-per click priced advertising campaigns resulted in improved gross margins.

        Sales and marketing.    Sales and marketing expenses increased from $2.2 million in 2003 to $6.8 million in 2004, a 215.3% increase. Our sales and marketing expenses increased as a percentage of revenue from 7.5% in 2003 to 11.8% in 2004. This increase in sales and marketing expenses was primarily the result of hiring additional sales and marketing personnel, combined with expanded marketing and advertising costs.

        Technology.    Technology expenses increased from $0.4 million in 2003 to $2.3 million in 2004, a 468.9% increase. Our technology expenses increased as a percentage of revenue from 1.4% in 2003 to

36

3.9% in 2004. This increase in our technology expenses primarily resulted from an increase in technology personnel.

        General and administrative.    General and administrative expenses increased from $1 million in 2003 to $2.8 million in 2004, an increase of 166.7%. Our general and administrative expenses increased as a percentage of revenue from 3.6% in 2003 to 4.8% in 2004. This increase in general and administrative expenses was primarily due to the hiring of additional personnel and expansion into new facilities.

        Stock-based compensation.    Stock-based compensation in 2003 was $0 compared to $0.6 million in 2004. The increase in stock based compensation was primarily a result of recognizing the impact of the deemed fair value of the option exercise prices for stock option grants during the period.

        Interest and other income (expense), net.    Interest and other income (expense), net in 2003 amounted to income of $2,000 compared to $0.1 million in 2004. The change was primarily a result of increasing average cash balances in our money market account.

        Provision for income taxes.    Provision for income taxes increased from $55,000, an effective tax rate of 1.0%, in 2003, to $2.4 million, an effective tax rate of 32%, in 2004. During all of 2003 and through September 27, 2004, we elected to be taxed as a subchapter S corporation for federal and state income tax purposes, and our income, deductions, gains, losses, tax credits and other tax attributes were passed through and taxed directly to our stockholders. Our subchapter S corporation status was revoked on September 27, 2004 in connection with the issuance of our Series A Preferred Stock and we now operate as a C corporation and are subject to federal and state tax in the United States.

Comparison of the Years Ended December 31, 2002 and 2003

        Revenue.    Revenue increased from $17.7 million in 2002 to $28.7 million in 2003, a 62.3% increase. This increase in revenue was primarily due to an increase in the number of paid ads delivered across our network as well as an increase in the average price of existing ad formats as compared to the prior period. The growth in volume was partially offset by a shift in mix to lower priced advertising formats.

        Cost of revenue.    Cost of revenue increased from $11.8 million in 2002 to $19.2 million in 2003, a 63.6% increase. Our cost of revenue increased as a percentage of revenue from 66.6% in 2002 to 67.1% in 2003. The percentage of revenue we share with publishers remained relatively constant compared to the prior period, the increase was primarily due to an increase in the cost of maintaining and upgrading our computer and communications systems.

        Sales and marketing.    Sales and marketing expenses increased from $1 million in 2002 to $2.2 million in 2003, a 117.1% increase. Our sales and marketing expenses increased as a percentage of revenue from 5.6% in 2002 to 7.5% in 2003. This increase in sales and marketing expenses was primarily the result of hiring additional sales and marketing personnel, combined with expanded marketing and advertising costs.

        Technology.    Technology expenses increased from $0.3 million in 2002 to $0.4 million in 2003, a 16.5% increase. Our technology expenses decreased as a percentage of revenue from 2% in 2002 to 1.4% in 2003. This increase in our technology expenses in absolute dollars was primarily the result of an increase in technology personnel. The decrease in our technology expenses as a percentage of revenue was primarily the result of our rate of revenue growth.

        General and administrative.    General and administrative expenses increased from $0.4 million in 2002 to $1 million in 2003, an increase of 147.6%. Our general and administrative expenses increased as a percentage of revenue from 2.4% in 2002 to 3.6% in 2003. This increase in our general and

37

administrative expenses resulted from the hiring of additional personnel and expansion into new facilities.

        Interest and other income (expense), net.    Interest and other income (expense), net for the year ended December 31, 2002 amounted to income of $0.02 million compared to income of $2,000 for the year ended December 31, 2003. The change was primarily a result of a loss on sale of equipment.

Comparison of the Years Ended December 31, 2001 and 2002

        Revenue.    Revenue increased from $4.5 million in 2001 to $17.7 million in 2002, a 294.3% increase. This increase in revenue was primarily due to an increase in the number of paid ads delivered across our network and a shift in mix to higher priced ad formats.

        Cost of revenue.    Cost of revenue increased from $3.1 million in 2001 to $11.8 million in 2002, a 277.8% increase. Our cost of revenue decreased as a percentage of revenue from 69.5% in 2001 to 66.6% in 2002. This increase in absolute dollars was primarily due to an increase in the volume of advertising sold to advertisers resulting in increased revenue share payments to our publishers. The decrease as a percentage of revenue was primarily due to our revenue growing faster than our cost of maintaining and upgrading our computer and communications systems.

        Sales and marketing.    Sales and marketing expenses increased from $0.2 million in 2001 to $1 million in 2002, a 334.5% increase. Our sales and marketing expenses increased as a percentage of revenue from 5.1% in 2001 to 5.6% in 2002. This increase in sales and marketing expenses was primarily the result of hiring additional sales and marketing personnel, combined with expanded marketing and advertising.

        Technology.    Technology expenses increased from $0.2 million in 2001 to $0.3 million in 2002, a 56.1% increase. Our technology expenses decreased as a percentage of revenue from 4.9% in 2001 to 2% in 2002. This increase in our technology expenses in absolute dollars was primarily the result of an increase in technology personnel. The decrease in our technology expenses as a percentage of revenue was primarily the result of our rate of revenue growth.

        General and administrative.    General and administrative expenses increased from $0.2 million in 2001 to $0.4 million in 2002, an increase of 118.7%. Our general and administrative expenses decreased as a percentage of revenue from 4.3% in 2001 to 2.4% in 2002. The increase in our general and administrative expenses in absolute dollars primarily resulted from an increase in hiring additional personnel. The decrease in our general and administrative expenses as a percentage of revenue was primarily the result of our rate of growth.

        Interest and other income (expense), net.    Interest and other income (expense), net for the year ended December 31, 2001 amounted to income of $7,000 compared to income of $0.02 million for the year ended December 31, 2002. The change was primarily a result of increased interest income due to an increase in our cash balance.

Quarterly Results of Operations

        The following table sets forth our unaudited quarterly income statement data for the eight quarters ended December 31, 2004. This data has been derived from the unaudited interim financial statements prepared on the same basis as the audited financial statements contained in this prospectus and, in our opinion, includes all adjustments consisting only of normal recurring adjustments that we consider necessary for a fair presentation of such information. This data should be read in conjunction with the

38

financial statements and notes thereto appearing elsewhere in this prospectus. The operating results for any quarter should not be considered indicative of results for any future period.

		Three Months Ended
		March 31, 2003		June 30, 2003			Sept. 30, 2003			Dec. 31, 2003			March 31, 2004			June 30, 2004			Sept. 30, 2004			Dec. 31, 2004
		(in thousands, except per share amounts)
		(unaudited)
Revenue		$	5,179	$	6,093		$	7,187		$	10,204		$	10,922		$	12,222		$	15,842		$	19,029
Cost of revenue			3,495		4,013			4,890			6,848			7,380			8,056			10,252			12,367
Gross profit			1,684		2,080			2,297			3,356			3,542			4,166			5,590			6,662
Operating costs:
	Sales and marketing		418		457			496			789			893			1,409			2,368			2,140
	Technology		170		39			69			124			373			532			946			436
	General and administrative		260		233			223			329			404			492			865			1,026
	Stock-based compensation		—		—			—			—			—			—			37			607
Total operating costs			848		729			788			1,242			1,670			2,433			4,216			4,209
Operating income			836		1,351			1,509			2,114			1,872			1,733			1,374			2,453
Interest and dividend income			5		5			4			5			6			6			11			101
Interest expense			—		(1	)		(2	)		(2	)		(2	)		(2	)		(2	)		(2	)
Loss on sale/disposal of equipment			—		—			(12	)		—			—			—			—			(2	)
Income before income taxes			841		1,355			1,499			2,117			1,876			1,737			1,383			2,550
Provision for income taxes			14		14			14			13			43			14			1,291			1,064
Net income		$	827	$	1,341		$	1,485		$	2,104		$	1,833		$	1,723		$	92		$	1,486
Basic earnings per share		$	0.08	$	0.13		$	0.14		$	0.20		$	0.17		$	0.16		$	0.01		$	0.48
Fully diluted earnings per share		$	0.08	$	0.13		$	0.14		$	0.19		$	0.17		$	0.15		$	0.01		$	0.10

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        The following table sets forth our quarterly statements of income data for the eight quarters ended December 31, 2004 as a percentage of revenue.

		Three Months Ended
		March 31, 2003		June 30, 2003		Sept. 30, 2003		Dec. 31, 2003		March 31, 2004		June 30, 2004		Sept. 30, 2004		Dec. 31, 2004
		(unaudited)
Revenue		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue		67.5		65.9		68.0		67.1		67.6		65.9		64.7		65.0
Gross profit		32.5		34.1		32.0		32.9		32.4		34.1		35.3		35.0
Operating costs:
	Sales and marketing	8.1		7.5		6.9		7.7		8.2		11.5		14.9		11.2
	Technology	3.3		0.6		1.0		1.2		3.4		4.4		6.0		2.3
	General and administrative	5.0		3.8		3.1		3.2		3.7		4.0		5.5		5.4
	Stock-based compensation	—		—		—		—		—		—		0.2		3.2
Total operating costs		16.4		11.9		11.0		12.1		15.3		19.9		26.6		22.1
Operating income		16.1		22.2		21.0		20.8		17.1		14.2		8.7		12.9
Interest and dividend income		0.1		0.1		0.1		0.1		—		—		—		0.5
Interest expense		—		—		—		—		—		—		—		—
Loss on sale/disposal of equipment		—		—		(0.2	)	—		—		—		—		—
Income before income taxes		16.2		22.3		20.9		20.9		17.1		14.2		8.7		13.4
Provision for income taxes		0.3		0.2		0.2		0.1		0.4		0.1		8.1		5.6
Net income		15.9	%	22.1	%	20.7	%	20.8	%	16.7	%	14.1	%	0.6	%	7.8	%

        Our revenue generally increased in each quarter primarily from an increase in the number of paid ads delivered across our website network. Our costs of revenue generally increased each quarter as a result of the increase in publisher revenue share costs related to the increasing volume of advertising sold to advertisers quarter over quarter. The quarter over quarter increase in operating expenses was directly related to the addition of employees commensurate with the growth in our business. The quarter ended September 30, 2004 reflects approximately $1 million of costs related to the termination of our ownership equivalent plan as final payments to employees in conjunction with the plan termination on September 27, 2004, which is allocated across cost of revenue and all operating expense categories.

Liquidity and Capital Resources

        With the exception of an initial equity financing of $0.4 million in 2000, we have principally financed our operations through internally generated funds. On September 28, 2004, the Company closed a private placement of preferred shares in which we sold 2,131,285 shares of our Series A Preferred Stock (which will convert into 10,656,425 shares of common stock prior to the completion of this offering after giving effect to a five-for-one stock split of our common stock) at a price per share of $35.19 for an aggregate purchase price of approximately $75 million. We used approximately $55 million of the proceeds from the sale of the Series A Preferred Stock to repurchase 1,562,944 shares (on a pre-split basis or 7,814,720 shares after giving effect to a five-for-one stock split of our common stock) of our common stock held by our founders, employees and investors at a price per share of $35.19. Of the proceeds that went to our stockholders, $3 million was placed into escrow to cover the stockholders' indemnification obligations and an additional $0.7 million went to cover their expenses. Approximately $20 million of our net proceeds from the sale of our Series A Preferred Stock remains on our balance sheet as cash, cash equivalents and short-term investments, and we expect to use these funds to finance our future growth.

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        Our principal sources of liquidity are our cash, cash equivalents and short-term investments as well as the cash flow that we generate from our operations. Short-term investments consist of highly liquid commercial paper as of December 31, 2004.

        Our net cash provided by operating activities was $9.9 million in 2004, as compared to $5.1 million in 2003 and $2.9 million in 2002. Net cash provided by operating activities in 2002 and 2003 was primarily the result of our growth in profitability.

        Accounts receivable from our advertisers has increased with our revenue growth. Our day's sales in outstanding receivables increased to 42 days at December 31, 2004 compared to 37 days at December 31, 2003. Our accounts receivable balance increased by $1.2 million, $1.8 million and $4.6 million in 2002, 2003 and 2004. The growth in receivables is anticipated to continue if our revenue continues to increase and this will continue to have a significant impact on our cash flows from operations.

        Our net cash used in investing activities was $10.4 million in 2004 compared to $1.2 million in 2003 and $0.4 million in 2002. In 2004, we invested $8.0 million of our net proceeds from the sale of our Series A Preferred Stock in short-term investments. Our other investing activities primarily represent the acquisition of property and equipment as well as software development and domain names. In 2002, 2003 and 2004, we added $0.1 million, $0.7 million and $1.6 million of property and equipment, respectively, including capital expenditures in 2004 to enhance our facilities. We expect to continue to invest in our facilities and technology to support our operations and remain competitive and expect to spend approximately $2.5 million to $3 million in capital expenditures in 2005, exclusive of acquisitions.

        Our net cash provided by financing activities was $11.2 million in 2004 compared to $4.2 million used in financing activities in 2003 and $0.6 million in 2002. Historically, cash used in financing activities has been due to distributions to stockholders during the time period that we elected to be treated as a subchapter S corporation. Cash provided by financing activities was generated from the sale of Series A Preferred Stock and from shares issued upon the exercise of stock options, offset partially by the repurchase of common stock.

        During the time period that we elected to file taxes as a subchapter S corporation, we made regular cash distributions to our stockholders. These stockholder distributions were $0.6 million, $4.4 million and $7.1 million, respectively, in 2002, 2003 and 2004, including a final cash distribution to our former subchapter S corporation stockholders of approximately $3.2 million on December 16, 2004.

        We believe that our current cash and cash equivalents, short-term investments and cash flow from operations will be sufficient to meet our anticipated cash needs, including for working capital purposes, capital expenditures of approximately $2.5 million to $3 million for 2005, and various contractual obligations, for at least the next 12 months. Our primary uses of cash in our operations are to make the required payments to our website publishers, as well as to cover operating expenses and meet future tax obligations. We expect that our future cash requirements will be significantly higher than our historical cash requirements as we continue to grow our business. We also expect that the impact of the seasonality of our business will be more pronounced in the future, and the timing of our expenditures, including those related to personnel and capital items, may not coincide with our cash collections. Historically, our cash flow from operations has generated sufficient cash to cover our operations and meet obligations. Although our historical cash flows are not a predictor of future cash flows, we expect that future revenues and related collections should be sufficient to meet our anticipated obligations and we believe our current cash and cash equivalent position is sufficient to cover any disparity in timing between receipt of our revenues and payment of our expenses. Factors which impact the timing of our receipt of revenue include competitive conditions in our industry for extending credit to customers, the financial health of our customers and their ability to make payments to us in accordance with the credit terms we established with them. The timing of payments for our expenses are dependent on the amounts and timing of services and obligations contracted for, however, we currently anticipate no

41

material change in the timing of payments we make to our publishers. We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these sources of cash are insufficient to satisfy our cash requirements, we may seek to sell debt securities or additional equity securities or to obtain a credit facility. The sale of convertible debt securities or additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in incurring debt service obligations and could result in operating and financial covenants that would restrict our operations. In addition, there can be no assurance that any additional financing will be available on acceptable terms, if at all.

        The net proceeds from this offering will provide us additional liquidity for use in the expansion of our operations, increased working capital needs, investment in new product development and strategic initiatives. We expect to invest a portion of the net proceeds from this offering in short term interest-bearing, investment-grade securities, which will result in additional interest income.

Indebtedness

        As of December 31, 2004, we had $77,000 indebtedness related to the purchase of equipment, which we repaid in full in February 2005, and no outstanding debt securities, material contingent liabilities or material mortgages or liens.

Contractual Obligations

        Our major outstanding contractual obligations relate to our notes payable related to purchases of fixed assets, operating lease obligations and contractual obligations, primarily consisting of bandwidth and content delivery. There are no significant provisions in bandwidth or content delivery arrangements that are likely to create, increase, or accelerate obligations due thereunder other than changes in usage fees that are directly proportional to the volume of activity in the normal course of our business operations. We have no long-term obligations of more than three years. We have summarized in the table below our fixed contractual cash obligations as of December 31, 2004.

	Total		Less than 1 Year		1 to 3 Years
	(in thousands)
Notes payable related to the purchase of fixed assets	$	121	$	46	$	75
Operating lease obligations		668		499		169
Contractual obligations		498		448		50
Total	$	1,287	$	993	$	294

Critical Accounting Policies and the Use of Estimates

        Our financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

        Our significant accounting policies are described in Note 1 of the notes to our financial statements, and of those policies, we believe that the following accounting policies involve the greatest degree of

42

judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

Revenue Recognition

        We recognize revenue in accordance with the guidelines of SEC Staff Accounting Bulletin, or SAB, No. 104 "Revenue Recognition" and Emerging Issues Task Force Issue ("EITF") 00-21 "Revenue Arrangements with Multiple Deliverables."

        We recognize revenue when the advertising impression is served (for cost-per-thousand impressions contracts) or when the specified click or other action occurs or when lead-based information is delivered (for cost-per-click and cost-per-action contracts), provided that we have no significant remaining obligations, collection of the resulting receivable is reasonably assured and prices are fixed and determinable.

        We assess the likelihood of collection based on a number of factors, including past transaction history with the customer and the credit worthiness of the customer. We do not request collateral from our customers. If we determine that collection of a fee is not reasonably assured, we defer the fee and recognize revenue at the time collection becomes reasonably assured, which is generally upon receipt of cash. Cash received in advance is recorded as deferred revenue until earned.

Accounting for Stock-Based Compensation

        We account for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board, or APB, Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations, and comply with the disclosure requirements of SFAS No. 123, "Accounting for Stock-Based Compensation." Under APB Opinion No. 25, compensation cost, if any, is recognized over the respective vesting period based on the difference between the deemed fair value of our common stock and the exercise price on the date of grant. We account for non-employee stock-based awards, in which goods or services are the consideration received for the equity instruments issued, in accordance with the provisions of SFAS No. 123 and related interpretations. We have recorded compensation charges for issuances of stock awards where the exercise price was less than the deemed fair value of the underlying stock for financial accounting purposes. See "—Results of Operations—Stock-Based Compensation."

        In connection with the grant of common stock awards, we have recorded deferred stock-based compensation for the difference between the exercise price and the deemed fair value for financial accounting purposes of the underlying shares of stock and option awards to employees on the date of the grant.

        During 2004, we granted stock options with exercise prices ranging from $2.55 per share to $3.50 per share and deemed fair values for accounting purposes for the same period ranging from $2.55 per share to $15.36 per share, resulting in deferred stock-based compensation of $7.9 million in 2004. All stock options granted to our employees, officers and directors under our equity plans were intended to be exercisable at a price per share not less than the fair value of the shares of our common stock underlying those options or awards on their respective dates of grant. Because there has not been a public market for our shares prior to this offering, our board of directors determined these exercise prices in good faith, based on the best information available to the board and our management at the time of grant.

        We did not obtain contemporaneous valuations by an unrelated valuation specialist at the times we issued stock options or awards because our board of directors believed the best indicator of fair value was to consider our relative scale and profitability as a private company at that time. As a result, we relied on numerous objective and subjective factors and methodologies to value our common stock at

43

different stages of our growth. In addition, our board of directors believed that, because of the early stage of our business, traditional valuation approaches used by independent valuation firms, such as an income approach, would not be relevant. Subsequently, in anticipation of this offering, we reassessed the valuations of our common stock using a retrospective valuation performed by management, which included subjective judgments. The deemed fair value of our common stock was determined using a combination of a market approach at several key dates and straight-line interpolation of the deemed fair value at those dates to the contemplated initial public offering price. Management's valuation took into consideration the following factors:

•

key company milestones;



•

third-party preferred stock investments and related common stock implied values based on preferred stock preferences;



•

comparable company analysis;



•

key industry and market factors; and



•

the likelihood of an initial public offering.

        The differences between the range of deemed fair values of $2.55 to $15.36 per share for options and awards granted during the last twelve months and the assumed initial public offering price of $13.00 per share, the midpoint of the range set forth on the front cover of this prospectus, were a result of the following factors:

•

During the quarter ended December 31, 2003, we believed that the probability of an initial public offering was low given the early stage of our business and the condition of the capital markets. Based on prevailing capital market requirements, we believed we would need to have significant growth in revenue and sustained profitability to be a viable initial public offering candidate. Accordingly, for most of 2003, we believed that the likelihood of an initial public offering was remote, and we believed that our stockholders would be more likely to obtain liquidity through a private sale of the business or a merger with a third party.



•

During the quarter ended March 31, 2004, our revenue grew by approximately 7% from the final quarter in 2003. We continued to believe the likelihood of an initial public offering was remote because we had not achieved the necessary revenue scale or profitability.



•

During the quarter ended June 30, 2004, our revenue grew by approximately 11% over the previous quarter and we conducted meetings over several months with private equity and venture capital firms regarding a potential liquidity event for our stockholders and an investment in the Company. Given the market conditions during this period, we continued to believe that liquidity for our stockholders was more likely to be obtained through private investment or sale rather than a public offering.



•

During the quarter ended September 30, 2004, we entered into a Recapitalization Agreement dated September 9, 2004, with Highland Capital Partners VI Limited Partnership, Highland Capital Partners VI-B Limited Partnership, Highland Entrepreneurs' Fund VI Limited Partnership, Oak Investment Partners XI, Limited Partnership, Steamboat Ventures, LLC and Steamboat Ventures Manager, LLC, David Gross and Jeff Pryor, pursuant to which we sold 2,131,285 shares of our Series A Preferred Stock (which will convert into 10,656,425 shares of common stock prior to the completion of this offering after giving effect to a five-for-one stock split of our common stock) at a price per share of $35.19 for an aggregate purchase price of approximately $75 million. We used approximately $55 million of the proceeds from the sale of the Series A Preferred Stock to repurchase 1,562,944 shares (on a pre-split basis or 7,814,720 shares after giving effect to a five-for-one stock split of our common stock) of our common stock held by our founders, employees and investors at a price per share of $35.19. Of the

44

proceeds that went to our stockholders that participated in the repurchase transaction, $3 million was placed into escrow to cover the stockholders' indemnification obligations and an additional $0.6 million went to their expenses. Approximately $20 million of our net proceeds from the sale of our Series A Preferred Stock remains on our balance sheet as cash, cash equivalents and short-term investments, and we expect to use these funds to finance our future growth.

•

We retained underwriters on November 22, 2004 to advise us on a potential initial public offering and on December 22, 2004, we filed the registration statement of which this prospectus is a part.

        Although it is reasonable to expect that the completion of this offering will add value to shares of our common stock because they will have increased liquidity and marketability, the amount of additional value can be measured with neither precision nor certainty. We recognize compensation expense as we amortize the deferred stock-based compensation amounts on a straight-line basis over the related vesting periods, generally over three to four years.

        During 2004, we recorded deferred stock-based compensation to stockholders equity of $7.9 million, related to the final remeasurement of the grant of options. Future annual amortization of deferred stock-based compensation for these options as of December 31, 2004 is as follows (in thousands):

Years Ending December 31,
2005	$	2,433
2006	$	1,977
2007	$	1,703
2008	$	1,136

Accounts Receivable and the Allowance for Doubtful Accounts

        We perform ongoing credit evaluations of our customers and adjust credit limits based upon payment history and the customer's current credit worthiness, as determined by a review of their current credit information. We regularly monitor collections and payments from our customers and maintain a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that have been experienced in the past.

        The allowance for doubtful accounts for estimated losses results from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Short-Term Investments

        We record an impairment charge when we believe our short-term investments have experienced a decline in value that is other than temporary. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment's current carrying value, thereby possibly requiring an impairment charge in the future.

Accounting for Software Development Costs for Internal Use

        In accordance with SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," we capitalize and amortize over the expected life of a software asset the costs incurred during the application development stage including the following: (1) external direct

45

costs of materials and services consumed in developing or obtaining software, (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the project, and (3) interest costs incurred, when material. We expense the costs of research, during the preliminary project stage and costs incurred for training and maintenance.

Impairment of Long-Lived Assets

        We assess impairment of our other long-lived assets in accordance with the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets." An impairment review is performed whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered by us include:

•

significant underperformance relative to expected historical or projected future operating results;



•

significant changes in the manner of use of the acquired assets or the strategy for our overall business; and



•

significant negative industry or economic trends.

        When we determine that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators of impairment, we estimate the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset, we recognize an impairment loss. We report an impairment loss in the amount by which the carrying amount of the asset exceeds the fair value of the asset, based on the fair market value if available, or discounted cash flows if not. To date, we have not had an impairment of long-lived assets.

Accounting for Income Taxes

        We account for income taxes using the asset and liability method in accordance with SFAS 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of the assets and liabilities. We periodically review the likelihood that we will realize the value of our deferred tax assets and liabilities to determine if a valuation allowance is necessary. At December 31, 2004 there was no valuation allowance against net deferred tax assets. If we determine in the future that it is more likely than not that we will realize any future deferred tax assets for which we previously provided a valuation allowance, we would reduce the existing valuation allowance and recognize income in the amount of the reduction. Conversely, if we determine that we would not be able to realize any future recorded net deferred tax asset, we would increase the valuation allowance and recognize the increase as a charge to our results of operations in the period when we reached the conclusion.

        From inception to December 31, 2001, we operated as a C corporation. Effective January 1, 2002, we elected to be taxed as a subchapter S corporation for income tax purposes. Income, deductions, gains, losses, tax credits and other tax attributes of the corporation pass through were taxed directly to the stockholders for 2002, 2003 and the period from January 1, 2004 through September 27, 2004. On September 27, 2004, we revoked our subchapter S corporation status and we now operate as a C corporation. Under SFAS 109, in connection with the revocation of subchapter S, we recognized both a federal and state tax provision in the amount of $1.2 million and $0.2 million, respectively, arising from the change from non-taxable subchapter S to taxable entity status as a C corporation.

        In addition, we operate within multiple domestic taxing jurisdictions and are subject to audit in those jurisdictions. These audits can involve complex issues, which may require an extended period of time for resolution. Although we believe that our financial statements reflect a reasonable assessment

46

of our income tax liability, it is possible that the ultimate resolution of these issues could significantly differ from our original estimates.

Contingencies and Litigation

        We evaluate contingent liabilities including threatened or pending litigation in accordance with SFAS No. 5, "Accounting for Contingencies" and record accruals when the outcome of these matters is deemed probable and the liability is reasonably estimable. We make these assessments based on the facts and circumstances and in some instances based in part on the advice of outside legal counsel.

Off-Balance Sheet Arrangements

        We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions, foreign currency forward contracts or any other off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Risk

        Our exposure to adverse movements in foreign currency exchange rates is primarily related to nominal payments to international website publishers. A hypothetical change of 10% in foreign currency exchange rates would not have a material impact on our financial statements or results of operations. All of our sales are denominated in U.S. Dollars.

Interest Rate Risk

        Our exposure to market risks for changes in interest rates relates primarily to our investment portfolio. As of December 31, 2004, our cash equivalents consisted of money market funds. Due to the short-term nature of our investment portfolio, we do not believe that an immediate 10% increase interest rates would have a material effect on the fair market value of our investment portfolio. We believe that we have the ability to liquidate this portfolio in short order and we do not expect our operating results or cash flows to be materially affected to any significant degree by a sudden change in market interest rates on our investment portfolio.

Recent Accounting Pronouncements

        On December 16, 2004, the Financial Accounting Standards Board, or FASB, issued its final standard on accounting for share-based payment in FASB Statement 123R, which requires all companies to measure compensation cost for all share-based payments (including stock options) at fair value, would be effective for public companies for interim or annual periods beginning after June 15, 2005. We will adopt the standard in the quarter ending September 30, 2005 or earlier and could adopt the new standard in one of two ways—the modified prospective transition method or the modified retrospective transition method.

        We have not concluded when and how they will adopt this new standard if it is finalized. This standard will have a significant impact on our consolidated statement of operations as we will be required to expense the fair value of our stock options rather than disclosing the impact on its consolidated result of operations within our footnotes in accordance with the disclosure provisions of SFAS 123 (see Note 1 of the notes to our financial statements included elsewhere in this prospectus). This will result in lower reported earnings per share, which could negatively impact our stock price. In addition, this could impact our ability to utilize broad based employee stock plans to reward employees and could result in a competitive disadvantage to us in hiring and retaining qualified employees.

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BUSINESS

Overview

        We are a provider of Internet advertising technologies and services. Advertisers pay us to place their Internet ads on third-party websites in our network and we share the revenue we receive from placing those ads with the website owners, or publishers, that provided the ad space. Our technologies and services, including our proprietary Optimization Engine, Internet ad placement bidding system, and reporting and campaign management tools, are designed to improve the effectiveness of Internet ad campaigns and provide advertisers with an increased return on their advertising expenditures. We believe our technologies and services also enhance the value of Internet ad space available on our network of more than 8,000 third-party websites.

        Advertisers use our flexible, web-based tools and services to define their marketing objectives, determine ad formats and other creative content of their campaigns and implement their Internet advertising campaigns across our network of third-party websites. Once a campaign has been set up and implemented, our Optimization Engine continuously analyzes Internet user responses to various advertising campaign elements, such as the performance of an ad on a specific website and the effectiveness of creative content to assess whether the advertiser's performance objectives are being met. Based on this analysis, our Optimization Engine continuously refines an advertiser's campaign to emphasize the elements of the campaign that meet the advertiser's campaign objectives, such as the use of specific creative content, and removes elements that do not achieve the advertiser's campaign objectives, such as ads that underperform on a specific website. We also provide advertisers with web-based reporting that automatically tracks ad delivery based on a variety of performance criteria. Using this information, advertisers can use our web-based campaign management tools to customize various aspects of their campaigns, including the scope, frequency and creative content of the deployed ads. Throughout this process, our dedicated and experienced account managers work with our advertisers to design, implement and effectively manage each advertising campaign in order to achieve their marketing objectives. We placed over 6.5 billion ads in December 2004. Our top ten advertisers accounted for 47.6% and 45.8% of our ad revenue in 2003 and 2004, respectively.

        Our network reached over 115 million unique Internet users in January 2005 according to comScore Media Metrix, giving our network one of the broadest reaches of any Internet advertising network. In determining the number of unique Internet users, comScore Media Metrix counts visitors only once in a given month regardless of the number of times they visit a website. Website publishers join our network to offer advertising space available on their websites to our advertisers. We have built our network of more than 8,000 third-party websites by offering publishers attractive pricing and revenue sharing arrangements, easy-to-use, web-based tools and quality service. Our network of third-party websites includes branded websites that offer large volumes of advertising space as well as a substantial number of websites that reach Internet users with highly-targeted demographics and interests. We price advertising space on our network using our ad placement bidding system, which we believe enhances the value of website advertising space available on our network of third-party websites. We also provide publishers with web-based reporting and management tools that allow them to exercise control over the frequency, pricing, creative content and format of ads we place on their websites.

Industry Background

        The Internet continues to be a powerful and rapidly growing medium that enables advertisers to effectively target consumers. According to Forrester Research, the U.S. Internet advertising market, which is comprised primarily of display advertising and search engine marketing, was approximately $7 billion in 2003, which represented 3% of the total U.S. advertising market. Forrester Research projects U.S. Internet advertising to grow to $15.6 billion in 2008, representing a compound annual

48

growth rate of 17.5% over that time period. We believe that this market growth is due to increased broadband access, growing consumer Internet usage and the benefits offered by Internet advertising relative to traditional media, including:

•

Interactivity.  The interactive nature of the Internet enables consumers to respond directly to Internet marketing messages, request additional information and purchase goods and services online. This enables advertisers to more effectively convert Internet users to leads or customers based on these responses.



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Rapid and measurable feedback.  The Internet provides an opportunity for advertisers to obtain a wide range of detailed, rapid feedback on advertising campaign effectiveness, allowing them to dynamically adjust their campaigns to improve performance.



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Targeted Advertising.  The Internet provides advertisers the opportunity to more effectively target consumers based on their affinities, demographics and geographic location.

        We believe the growth in Internet advertising is also being driven by an increase in performance-based advertising. Advertising historically has been purchased on a cost-per-thousand-impressions basis, where an advertiser pays for advertising based on the number of times an ad is viewed. Internet advertising, however, increasingly is being purchased on a performance-based model, such as cost-per-action, where an advertiser only pays when an Internet user performs a specified action, such as a click-through or user registration, in response to an ad. Performance-based Internet advertising technologies and services allow advertisers to pay for an ad only when that ad produces the user response specified by the advertiser. We cannot provide any assurance that we will benefit from the projected growth in Internet advertising.

Internet Advertising Market Challenges

        Despite the benefits of Internet advertising, we believe advertisers and publishers seeking to take advantage of the Internet's potential face numerous challenges.

        Challenges Faced by Advertisers.    The challenges faced by advertisers include:

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Generating an attractive return on advertising expenditures.  We believe that, while the Internet represents an attractive advertising medium, several inefficiencies can hinder an advertiser's ability to generate a positive return on its advertising expenditures. Ad redundancy, where a user is shown an ad on a repetitive basis, poor ad targeting, or ineffective creative content or ad format can result in underperforming Internet advertising campaigns that fail to meet advertisers' campaign objectives. Additionally, it can be difficult to accurately measure return on advertising expenditures when an advertiser chooses a campaign based on the number of times an ad is viewed as opposed to user actions in response to the ad.



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Assessing and actively managing advertising campaigns.  To assess a campaign's effectiveness and rapidly make informed modifications to improve campaign performance, advertisers need access to complex computer networking, software applications and systems that provide these functions. Developing these technologies demands significant investments and technical expertise.



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Reaching the right audience.  To reach the desired audience in terms of both user profile and size, an Internet advertiser may have to advertise across hundreds of websites using multiple ad formats. The ability to deliver ads across multiple websites requires significant technical capabilities and involves costs associated with managing relationships with multiple website publishers, including negotiating and executing contracts and keeping track of available advertising space.



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Complexity of implementing advertising campaigns.  The complex nature of Internet advertising requires advertisers to identify and manage multiple campaign elements, including creative

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content and technical requirements, performance, measurement tools and pricing. This complexity is compounded by the wide variety of media and measurement methods used in Internet advertising.

        Challenges Faced by Publishers.    The challenges faced by publishers include:

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Attracting advertisers.  Publishers desiring to sell website advertising space need to attract advertisers to their websites. This can be difficult due to the large number of websites, limited resources focused on advertising sales and the fragmented nature of the Internet.



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Maximizing revenue opportunities.  Each unique visit to a website or use of a search engine, e-mail or Internet software application represents an opportunity to display an ad and generate revenue. In order to maximize its advertising revenue, a publisher must find the advertiser that is willing to pay the highest price for its current volume of Internet advertising space.



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Controlling advertising space.  The ads displayed on a website can dramatically affect the experience of users of that website. Publishers have an interest in actively controlling the content and frequency of ads displayed on their websites and need easy-to-use technologies that give them this control.



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Developing technology to support complex and changing advertiser requirements.  The Internet advertising market is evolving rapidly and publishers must have the resources to respond to the increasing technological sophistication and complex needs of their advertisers. Publishers must continually assess the value and volume of their advertising space when identifying, negotiating with and managing multiple advertiser prospects and clients. Additionally, the complex nature of Internet advertising imposes significant technical and administrative burdens on publishers. These technical and administrative issues are particularly challenging to publishers that lack sufficient technical and sales capabilities.

The Fastclick Solution

        We believe our performance-based Internet advertising technologies and services effectively address the challenges faced by advertisers and publishers. We help Internet advertisers increase their return on advertising expenditures and publishers enhance the value of their Internet advertising space through a combination of our proprietary Optimization Engine, ad placement bidding system and reporting and campaign management tools. We intend to improve our existing performance-based technologies and services and develop new technologies to address the constantly evolving needs of advertisers and publishers.

        We believe our competitive strengths include:

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Our Optimization Engine.  Utilizing advanced mathematical algorithms, our proprietary Optimization Engine is designed to improve advertising campaign performance by continuously analyzing Internet user responses to various advertising campaign elements and automatically modifying the campaign parameters to deliver the types and formats of ads eliciting the greatest number of user responses that meet the advertiser's campaign objectives to the websites yielding the greatest number of specified Internet user responses. Our Optimization Engine analyzes various campaign elements, including website, creative content, targeting and other variables. Through this process, we reduce Internet ad redundancy, poorly targeted placements and other Internet advertising inefficiencies.



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Our network of websites.  Our network reached over 115 million unique Internet users in January 2005 according to comScore Media Metrix, giving our network one of the broadest reaches of any Internet advertising network. We have built our network of more than 8,000 third-party websites by offering publishers attractive pricing and revenue-sharing arrangements,

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easy-to-use, web-based tools and quality services. Our network allows us to offer advertisers a significant volume of Internet advertising space across a wide variety of content channels. We maintain the quality of our network by periodically evaluating each website in our network to ensure it meets our content standards. We believe the size and quality of our network creates efficiencies that benefit both advertisers and publishers. Our ability to analyze large numbers of advertising campaigns across our network provides us with data that we can use to improve campaign performance for all of our advertisers. Publishers on our network also derive benefits from access to a larger market of advertisers competing for their advertising space.

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Efficient pricing for advertisers and publishers.  Our ad placement bidding system prices advertising space based on current supply and demand for advertising space on our network. Advertisers bidding the highest price for advertising space receive priority delivery of their ads, subject to certain rules which may be set by us, our advertisers or our publishers. Our ad placement bidding system enables advertisers to more efficiently meet their campaign objectives and enhances the value of publishers' advertising space available on our network.



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Reporting and campaign management tools.  Our easy-to-use, web-based campaign management tools provide customized campaign reporting, updated hourly, to advertisers and publishers. Advertisers can obtain a wide range of detailed feedback on ad placement, impressions, clicks, actions and overall advertising campaign effectiveness, and then use our campaign management tools to optimize their overall marketing efforts in response to that feedback. Publishers can also use our tools to view detailed information regarding the ads appearing on their websites, and exercise control over the frequency, pricing, creative content and format of those ads.



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Outstanding customer service.  We believe our account managers provide outstanding account management service that increases the effectiveness of our advertisers' campaigns.

        Benefits to Advertisers.    Our technologies and services deliver the following benefits to advertisers:

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Increased return on advertising expenditures.  Our Optimization Engine is designed to increase advertiser return on their advertising expenditures by delivering higher performing ads, based on creative content, to those websites that meet the advertiser's objectives and by removing creative content and ads that underperform on specific websites. Our Optimization Engine is distinct from, and we believe complementary to, campaign targeting. Targeting in advertising is based on predetermined market research, historical testing, assumptions and experience from prior campaigns. Our optimization technologies improve upon static targeting by applying a set of delivery rules specific to each user, website, creative content and advertising campaign. These rules combine predetermined parameters set by the advertiser and our extensive optimization algorithms.



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Detailed, hourly campaign performance feedback.  Our web-based reporting tools provide detailed campaign statistics, such as the number of impressions, clicks and actions generated by each ad in a campaign that are broken down by category, sub-category and website. These statistics are updated hourly, 24 hours a day, 7 days a week.



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Flexible set-up and campaign management tools.  Using our web-based tools, advertisers create campaigns for deployment on our network by setting their budget, determining targeting criteria, including geography, day part or website category and selecting creative content such as ad format, type and appearance. Using the information provided by the reports we provide, advertisers use our web-based campaign management tools to efficiently and dynamically manage their Internet advertising campaigns, including loading and changing a campaign's creative content, changing targeting and pausing a campaign. Our campaign managers advise and assist advertisers throughout this process.

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•

Access to large amounts of higher-performing advertising space.  Through our ad placement bidding system, our advertisers can bid higher prices to access a greater volume of advertising space on those websites generating Internet user responses most closely meeting the advertiser's campaign objectives.



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Broad reach.  Through our network, we offer our advertisers access to over 8,000 third-party websites, which, according to comScore Media Metrix, reached over 115 million unique Internet users in January 2005. Our broad and growing network of third-party websites enables advertisers to deliver the right marketing message to the right Internet users at the right time.

        Benefits to Website Publishers.    Our technologies and services deliver the following benefits to publishers:

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Enhanced value of advertising space.  Our ad placement bidding system selects the highest bidding advertising campaign for priority delivery across our network, subject to certain rules that may be set by us, our advertisers or our publishers. This system is designed to increase the amount of advertising revenue generated by the third-party websites in our network.



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Attractive economic relationships.  Pursuant to the revenue-sharing provisions of our publisher's agreement, we generally pay publishers up to 65% of the advertising revenue we generate from their website advertising space. Additionally, we mitigate payment and performance risks for publishers. Publishers typically prefer payment on a cost-per-thousand-impressions-basis, in which they are paid for the ad impressions they serve and do not assume any performance risk, while our advertisers typically prefer to purchase advertising on a cost-per-action or cost-per-click-basis. Our technologies enable us to manage the risk associated with reconciling these preferences, while ensuring publishers are paid for the ad impressions they serve. We assume the risk of payment from advertisers and we typically pay our publishers for the advertising space within 25 business days after the end of the month.



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Control over advertising space.  By providing the publishers with extensive information regarding advertising campaigns on the websites in our network, they are able to make better decisions regarding which campaigns to run on their websites. Publishers can exercise control over the frequency, pricing, creative content and format of ads appearing on their websites. They can also block specific types or categories of advertising campaigns from appearing on their websites. These controls enable publishers to enhance ad performance, limit ad "burn out" and improve their users' experience.



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Ease-of-use.  We designed our technologies to enhance ease-of-use for publishers. We offer publishers a web-based tool that allows them to automatically add their websites to our network. Once a website has been added to our network, our technologies automatically begin delivering ads meeting the publisher's specified criteria, enabling the website to quickly and easily generate revenue.

Our Strategy

        Our goal is to be a leading provider of performance-based Internet advertising technologies and services to advertisers and publishers. To achieve this goal, we plan to:

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Enhance our existing technologies.  We plan to continue to enhance our Optimization Engine so that campaign performance can be optimized based on additional variables. We also plan to improve the functionality of our ad placement bidding system and our reporting and campaign management tools to provide greater campaign control and efficiency. We expect that our planned enhancements will provide our advertisers with increased return on their advertising expenditures and our publishers with higher advertising revenue through greater campaign

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control and flexibility. We also plan on hiring additional personnel within our technology division throughout the next year.

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Introduce new technologies and services.  According to Forrester Research, the U.S. search engine advertising market was $1.9 billion in 2003 and is projected to grow to $5.6 billion in 2008, representing a compound annual growth rate of 24% over that time period. Advertisers on search engines must typically go to each search engine on which they are included and manually modify their search engine advertising campaigns, including selecting and bidding on search terms associated with each search engine. We are in the process of leveraging our existing technologies to develop a search engine advertising technology, which is designed to help advertisers more efficiently manage their search engine advertising campaigns across multiple third-party Internet search engines, such as Yahoo!, Google and FindWhat. This technology is also being designed to remove ads from search engines that are not meeting an advertiser's campaign objectives. We believe this technology will increase advertisers' return on their search engine advertising expenditures. We currently intend to launch our search engine advertising technology in the second or third quarter of 2005. In addition to our search engine advertising technology, we are developing an Internet user targeting technology that will allow us to gather, store and distribute to advertisers targeted Internet user contact and other information. We plan to launch our Internet user targeting technology in the second or third quarter of 2005.



•

Respond to new market opportunities.  We anticipate that as Internet usage and broadband access increases, and advertisers and publishers face new challenges, the demand for increasingly sophisticated Internet advertising technologies and services will grow. As these challenges emerge, we plan to increase our research and development efforts to respond to new market opportunities and changing advertiser, website and Internet user demands.



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Expand our website network.  To increase our volume of advertising space and to enable our advertisers to reach a larger and broader demographic base of Internet users, on an on-going basis we plan to add more high-traffic websites that meet our content and quality standards. We also plan to increase the overall value of advertising space on our network by developing new and innovative ad formats.



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Grow our advertiser base and gain a larger share of our advertisers' marketing spend.  Over the next two years, we intend to invest significant resources in our sales and marketing organization to attract additional advertisers and garner a larger share of our advertisers' marketing budgets. We plan to increase our sales and marketing efforts to target potential customers directly and to work with indirect channels, such as advertising agencies, to grow our advertiser base. Additionally, we will continue to work with our advertisers to demonstrate the value of our existing and future Internet advertising technologies to increase the amount of money they spend with us. We intend to hire additional sales representatives in key domestic markets, including New York City, Los Angeles, San Francisco and Chicago.



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Expand through acquisitions.  We intend to pursue acquisition candidates to grow our advertiser and publisher base and access technology and talent. However, we have no present understandings, commitments or agreements with respect to the acquisition of any other businesses or technologies.

Our Advertisers

        The vast majority of our advertisers are direct response marketers. Direct response marketers generally place Internet ads that will generate an immediate response or action from an Internet user. We also work with brand marketers and advertising agencies that represent multiple advertisers. We represent advertisers in a variety of industries, including travel, financial services, education, telecommunications, retail, automotive, entertainment, finance, pharmaceutical and health and

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information technology, either directly or indirectly through an advertising agency. Our advertiser base is not concentrated by industry, and our top 20 advertisers by revenue for 2003 were from ten different industries. One of our former advertisers accounted for 11.2% of our revenue in 2003. No single advertiser represented more than 10% of our revenue in 2004. Our top ten advertisers accounted for 47.6% and 45.8% of our advertising revenue in 2003 and 2004, respectively.

        Our standard advertising contract covers both campaign management and ad delivery. We generally bill advertisers on a 30-day, net basis, although a portion of our advertisers prepay us for their campaigns. The contract is terminable at any time by the advertiser or us with no penalty upon one business day notice.

        We offer advertisers multiple pricing options to achieve their desired results. These alternatives include:

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Cost-per-action, where the advertiser pays us a fee based on the number of specified Internet user responses, such as registrations, requests for information or sales that its ads produce;



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Cost-per-click, where the advertiser pays us a fee based on the number of clicks its ads generate; and



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Cost-per-thousand impressions, where the advertiser pays us a fee based on the number of times its ads are shown, referred to as impressions.

        We also offer advertisers new creative advertising formats to provide a variety of media options, as evidenced by our implementation of industry standard formats such as interstitials, InVues and larger in-page formats, like leaderboards, skyscrapers and rectangles, and the incorporation of audio and video content in all advertising formats. All of our advertising formats comply with the Interactive Advertising Bureau standards.

Our Publishers and Website Network

        Our network reached over 115 million unique Internet users in January 2005 according to comScore Media Metrix, giving our network one of the broadest reaches of any Internet advertising network. Our website network of more than 8,000 third-party websites extends across 18 distinct content channels. Our network includes branded websites that offer large volumes of advertising space as well as a substantial number of websites that reach Internet users with highly-targeted demographics and interests. We maintain the quality of our network by periodically evaluating each website in our network to ensure it meets our content standards. The vast majority of our publishers added their websites to our network using our automated web-based sign-up tools. No single publisher accounted for more than 10% of our publisher expenses during 2003 or 2004. Yahoo! represented 25.9% of our publisher expenses during 2002. Our top ten publishers accounted for 22.6% and 21.6% of our publisher expenses in 2003 and 2004, respectively.

        Our standard publisher's agreement covers the provision and use of website advertising campaigns and the related payments. We typically pay a vast majority of our publishers within 25 business days after the end of the month under the revenue-sharing provisions of our publisher's agreement pursuant to which we generally pay them up to 65% of the advertising revenue we generate from ads placed on their websites. We can terminate our publisher agreements at any time without penalty.

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        Our 18 content channels, which are further divided into 201 sub-content channels, include the following:

Arts & Humanities	Family & Living	Music & Radio
Autos, Boats & Planes	Health & Fitness	News & Reference
Business Management	Hobbies & Interests	Science, Nature & Technology
Careers & Education	Internet	Shopping
Computers & Software	Money & Finance	Sports & Recreation
Entertainment & Leisure	Movies & Television	Travel

Sales and Marketing

        Our sales and marketing team markets our proprietary optimization technologies and services directly to advertisers and indirectly to advertising agencies and other companies that represent multiple advertisers. We have account executives located in our Santa Barbara, California headquarters, as well as in other cities including New York, Los Angeles, and San Francisco. During the next two years, we intend to expand our sales and marketing team.

        We primarily acquire advertisers through our direct sales force. We also use a variety of traditional and web-based channels including direct marketing, print advertising in trade journals, field sales, client referrals, trade shows, industry conferences, Internet advertising and our website.

        Our account managers use their Internet advertising campaign expertise to assist existing and potential advertisers with various elements of their Internet campaigns, including media selection, creative content advice, reporting and campaign monitoring. We consider our account managers to be the primary customer contact for all of our advertisers' Internet campaign management needs. We believe our account managers, together with our technology infrastructure, provide a higher level of customer service for our advertisers.

        Our publisher acquisition team focuses on building our network of third-party websites in order to continue to provide a large volume of advertising space. Currently, we generate publisher leads primarily through direct sales, publisher referrals, our website and responses to our marketing and public relations efforts.

Technology

        We have devoted more than four years to developing proprietary software and other technologies and services for Internet advertisers and publishers, including our proprietary Optimization Engine, ad placement bidding system, and reporting and campaign management tools. We believe that the quality of our technology gives us an advantage over our competitors and we intend to continue to invest resources to enhance our existing, and develop new technology. In addition, we periodically evaluate new technology and software alternatives to help improve operational efficiency and reduce operating costs.

        Our Optimization Engine is an automated technology designed to improve advertisers' return on their advertising expenditures and enhance website revenue. Our Optimization Engine applies advanced mathematical algorithms to Internet users' response patterns to determine the optimal ad to deliver to available advertising space on our network of third-party websites. Based on campaign data, including pricing, website and creative content performance, targeting, advertising space and other variables, our Optimization Engine automatically refines campaign delivery and creative content selection. Once an advertiser establishes a campaign, our Optimization Engine helps an advertiser realize its campaign objectives by testing the performance of creative content and ads on various websites.

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        We are in the process of leveraging our existing technologies to develop a search engine advertising technology, which is designed to help advertisers more efficiently manage their advertising campaigns across multiple third-party Internet search engines. A search engine is a website, such as Yahoo!, Google and FindWhat, that enables Internet users to search for information on the Internet by entering search terms. Typically, advertisers place ads on search engines by bidding for specific search terms that, when used by Internet users, trigger the display of their ads along with the results of their search. The order in which ads are displayed on a search engine often depends in part on the price bid by advertisers for a particular search term. When advertising on search engine websites, advertisers must manage multiple variables, including which search engines to advertise on, what search terms to bid for and how much to bid for those search terms. Our search engine advertising technology is being designed to simultaneously manage these variables for advertisers across multiple third party search engines through automated processes. Advertisers using our technology will initially establish their advertising campaign objectives, such as the maximum fee or the highest bid they are willing to pay based on the number of responses a search engine ad generates for a specific search term. Our technology will automatically remove search terms and ads from search engines that are not meeting these campaign objectives. In addition, our technology will automatically increase or decrease the bidding prices for search terms based on their performance relative to advertisers' overall campaign objectives. We believe this technology will increase advertisers' return on their search engine advertising expenditures. We currently intend to launch our search engine advertising technology in the second or third quarter of 2005. In addition to our search engine advertising technology, we are developing an Internet user targeting technology that will allow us to gather, store and distribute to advertisers targeted Internet user contact and other information. We plan to launch our Internet user targeting technology in the second or third quarter of 2005.

        We serve an average of over 200 million ads per day through database clustering technology and advanced content routing algorithms. Our database clustering technology relies on our software and technology infrastructure, which provides substantial computing power at low cost. We currently use a combination of licensed and proprietary software running on clusters of servers located in Santa Barbara and San Jose, California and Ashburn, Virginia. Our technology infrastructure makes our continuous campaign reporting possible, simplifies the analysis and storage of large amounts of data, and facilitates the rapid delivery of ads across our network. By efficiently distributing our data across many servers, we have created a highly optimized, scalable system that can be easily upgraded as needed. Using three facilities to store our data provides us with system redundancy and enables us to offer rapid response time and availability to our advertisers and network of third-party websites.

        Our technology research and development efforts are critical to our success. We currently conduct our technology research and development primarily in our Santa Barbara, California headquarters through a staff of approximately 19 employees as of December 31, 2004. We intend to expand our technology research and development resources in the new facilities we are in the process of establishing in Los Angeles, California. Much of our technology expense has been focused on developing other performance-based marketing technologies and services, including search engine advertising. We currently intend to introduce our search engine advertising technologies and services in the second or third quarter of 2005. Some of our other current research and development efforts include continuing to enhance and improve our proprietary technologies and our database capabilities with respect to geographic targeting.

        Our technology expenses were $0.2 million in 2001, $0.3 million in 2002, $0.4 million in 2003 and $2.3 million in 2004.

Competition

        The Internet advertising market is characterized by rapidly changing technologies, evolving industry standards, frequent new product and service introductions and changing client demands. As demand for

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Internet advertising technologies and services continues to increase, we expect new competitors to enter the market and existing competitors to allocate more resources to develop and market Internet advertising services and products. As a result, we expect competition in the Internet advertising market to intensify.

        Our primary current and potential competitors include:

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Internet advertising networks such as Advertising.com (acquired by AOL), ValueClick, Tribal Fusion and Burst Media;



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Internet advertising technology providers, including search engine optimization companies; and



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other performance-based Internet marketers, including affiliate networks.

        We also compete with large Internet companies and traditional media for a share of advertisers' overall marketing spending, including:

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website publishers with their own sales forces that sell their advertising space directly to advertisers;



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major Internet portals and search companies with advertising networks such as Google and Yahoo!; and



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direct marketing, television, radio, cable and print, advertising companies.

        We believe we compete favorably in the principal competitive factors in our market, which consist of the following:

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innovative technology allowing advertisers to track and increase their return on their advertising expenditures;



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high volume of quality advertising space;



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economic relationship with publishers;



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an efficient and scalable operating model; and



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technical capability, advertiser and publisher service and management experience.

        Many of our existing competitors, as well as a number of potential new competitors, have longer operating histories, greater name recognition, more advertisers and significantly greater financial, technical and marketing resources than we have. Also, many of our current and potential competitors have established or may establish cooperative relationships among themselves or with third parties. In addition, several of our competitors have combined with larger companies with greater resources than ours. These competitors may engage in more extensive research and development, undertake more far-reaching marketing campaigns and make more attractive offers to existing and potential clients than we do. They could also adopt more aggressive pricing policies and may even provide services similar to ours at no additional cost by bundling them with their other product and service offerings.

        Many of our existing competitors, as well as a number of potential new competitors, offer or may offer Internet advertising products or services that compete with our technologies and services with respect to user analysis capabilities, client service, technology functionality, strategy, ad serving technology, price or other factors. We believe our technologies and services compete adequately with respect to the Internet advertising technologies and services offered by our competitors. We are unable to accurately quantify our market share in the markets in which we operate because we believe reliable market share data is not currently available to us.

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Intellectual Property

        Our intellectual property is an essential element of our business. We rely on a combination of patent, copyright, trademark and trade secret laws of the United States and other countries and confidentiality procedures to protect our intellectual property rights. Our employees and independent contractors are required to sign agreements acknowledging that all inventions, trade secrets, works of authorship, developments and other processes generated by them on our behalf are our property, and assigning to us any ownership that they may claim in those works. Our standard form agreements for website publishers and advertisers also contain provisions designed to protect our intellectual property rights. Despite our precautions, it may be possible for third parties to obtain and use, without consent, intellectual property that we own or license. Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

        We are the owner of a service mark registered with the U.S. Patent and Trademark Office, "Fastclick." We do not have any patents issued by the U.S. Patent and Trademark Office for our intellectual property. We currently have one patent application pending with the U.S. Patent and Trademark Office. We do not own any copyrights registered with the U.S. Copyright office.

        In addition, we license technology and related databases from third parties related to correlation of IP geographic addresses that we use in ad placement targeting. We have non-exclusive licenses to use these technologies. Our license agreements include agreements with Digital Envoy, Inc., which expires in May 2005, and geobytes, inc., which is a month-to-month contract and may be terminated by either party upon ten days written notice, each of which we believe are renewable or replaceable on commercially reasonable terms. We believe that all of the other technologies we license are generally replaceable on commercially reasonable terms.

        We cannot be sure that we do not and will not infringe the intellectual property rights of others. We may be subject to legal proceedings and claims in the ordinary course of business and third parties may sue us for intellectual property infringement or initiate proceedings to invalidate our intellectual property. Moreover, should we be found liable for infringement, we may be required to enter into licensing agreements (if available on acceptable terms or at all), pay damages or curtail our product and service offerings. Moreover, we may need to redesign some of our technologies, services or processes to avoid future infringement liability. Any of the foregoing could prevent us from competing effectively and adversely affect our business.

Seasonality and Cyclicality

        We believe that our business is subject to seasonal and cyclical fluctuations. Generally, our advertisers and advertising agencies place more ads in the fourth calendar quarter and fewer ads in the first calendar quarter of each year. Additionally, overall Internet usage generally declines during the summer months, resulting in lower advertising space volume for publishers. Furthermore, domestic advertising spending generally is cyclical in reaction to overall conditions in the United States economy. We believe our recent performance and strong historical growth have masked the impact of seasonality on our business which we expect to be more pronounced in the future.

Regulation

        Our business is subject to government laws and regulations relating to privacy, direct marketing activities and Internet commerce. These laws and regulations are constantly evolving as new laws and regulations are passed and as the courts interpret existing laws and regulations. In addition, advertising and Internet commerce trade and industry associations have in the past and will continue to adopt guidelines and standards for Internet advertising and commerce. While we pay close attention to these shifting regulatory and industry environments, we cannot predict the impact of future changes in those

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environments, and we anticipate that it may be necessary in the future to adapt our business in response to such changes.

        As part of our on-going efforts to ensure the best possible experience for all recipients of our advertising, we use cookies and action tags (also known as clear gif technology) to collect technical data from web browsers to aggregate statistical information. This data includes IP addresses, browser types, operating systems, domain names, access times and referring website addresses. Cookies are files that an Internet browser places on the hard drive of a computer used to access the Internet, which we use to improve the web advertising experience for Internet users. Action tags are tiny transparent graphic image files placed in a website, which are served by us and counted when served. We use these action tags to track the completion of transactions and submittal of applications. The cookies and action tags we use do not provide us with personally identifiable information, and we do not and cannot use cookies or action tags to retrieve personal information from an Internet user's computer. For those Internet users who remain concerned about cookies, we provide an opt-out cookie to the public free of charge on our website to block future placements of our cookies.

        In addition, advertisers using our network or we may collect personally identifiable information explicitly provided by Internet users for purposes such as purchasing goods and services, shipping orders, and entering sweepstakes. In addition, some ads delivered by us provide links that permit Internet users to click through to websites not under our control. Any personally-identifiable information collected using our network is subject to our privacy policies or those of our individual advertisers.

Employees

        As of December 31, 2004, we had 87 employees, all located in the United States, including 19 in technology, 53 in sales and marketing, 3 in operations and 12 in general administration. We have never had a work stoppage and none of our employees is represented by a labor organization or under any collective bargaining arrangements. We consider our employee relations to be good.

Facilities

        Our principal executive officers are located in Santa Barbara, California, where we lease two properties with approximately 14,891 square feet and approximately 7,500 square feet of space under leases that expire in April 2006. We also lease server space in San Jose, California and Ashburn, Virginia. We are in the process of leasing additional facilities in Los Angeles, California for expansion of our sales force and technology teams. We believe that our space will be adequate for our needs and that suitable additional or substitute space in the future will be available to accommodate the foreseeable expansion of our operations.

Legal Proceedings

        From time to time we may be involved in other litigation relating to claims of alleged infringement, misuse or misappropriation of intellectual property rights of third parties. In the normal course of business, we may also be subject to claims arising out of our operations, and may file collection claims against delinquent advertisers. As of the date of this prospectus, there are no claims or actions pending or threatened against us that, if adversely determined, would have a material adverse effect on us.

Corporate Information

        We were incorporated in California in March 2000. In September 2004, we underwent a recapitalization in which we offered and sold shares of Series A Preferred Stock to investors and used a portion of the proceeds from the offering to repurchase a substantial percentage of our then-outstanding common stock. We plan to reincorporate in Delaware prior to the closing of this offering.

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MANAGEMENT

Directors and Executive Officers

        The following table sets forth information about our directors and executive officers as of March 11, 2005:

Name	Age	Position
Kurt A. Johnson	42	President, Chief Executive Officer and Director
Fred J. Krupica	52	Chief Financial Officer
James Aviani	39	Chief Technology Officer
Shayne G. Mihalka	35	Executive Vice President of Operations
Robert J. Davis	48	Director
Fredric W. Harman	44	Director
Daniel J. Nova	43	Director
Massoud Entekhabi	50	Director
John Pleasants	40	Director

        Provided below are biographies for each of our executive officers and directors listed in the table above.

Kurt A. Johnson has served as our President and Chief Executive Officer since March 2004. Mr. Johnson joined our company as President and Chief Financial Officer in October 2003. In September 2004, Mr. Johnson relinquished his duties as Chief Financial Officer upon our hiring of Fred J. Krupica. Prior to joining us, from May 1999 to June 2002, Mr. Johnson served as chief financial officer of ValueClick, Inc., a provider of Internet advertising services. From February 1998 to May 1999, Mr. Johnson served as an investment banker at Olympic Capital Partners, specializing in mergers and acquisitions and Internet company investments. From March 1995 to January 1998, Mr. Johnson served as vice president of investments for Bozarth & Turner Securities, a private investment management firm. From April 1994 to March 1995, Mr. Johnson served as chief financial officer of HSD Corporation, a privately held industrial automation company. Mr. Johnson is a Certified Management Accountant and holds a BA from Eastern Washington University and a MBA from Gonzaga University.

        Fred J. Krupica has served as our Chief Financial Officer since September 2004. Mr. Krupica has also served as our Secretary since October 2004. Prior to joining us, from December 2002 to August 2004, Mr. Krupica served as chief financial officer of WJ Communications, Inc., a leading designer and manufacturer of radio frequency semiconductors. From May 2001 to November 2002, Mr. Krupica served as chief financial officer of Magnetic Data Technologies LLC (acquired by Solectron Corporation in June 2002), an international repair manufacturer. From January 2000 to April 2001, Mr. Krupica served as chief financial officer and chief operating officer of Patel Ventures, a private equity firm. From December 1994 to December 1999, Mr. Krupica served as founder, president and chief financial officer of F&G Financial Services, a financial services firm. Mr. Krupica is a CPA (state of Illinois) and holds a BS from the University of Illinois and a MBA from the University of California, Los Angeles.

James Aviani has served as our Chief Technology Officer since March 2004. Prior to joining us, from May 1996 to February 2004, Mr. Aviani served as a Senior Software Development Manager of Cisco Systems, Inc., an Internet networking company. Mr. Aviani holds a BA from the University of California, Santa Cruz and a MS in computer science from California Polytechnic University, San Luis Obispo. He holds eight US patents.

Shayne G. Mihalka has served as our Executive Vice President of Operations since October 2004. Mr. Mihalka also served as our Executive Vice President of Strategic Development from December 2003 to September 2004, our Senior Vice President and General Manager of AdServer from

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November 2002 to November 2003, and our Vice President of Business Development from April 2002 to October 2002. Prior to joining us, from June 2000 to March 2002 Mr. Mihalka served as Vice President of Network Development and Business Operations of ValueClick, Inc., and from July 1999 to May 2002 served in key financial and operational roles for ValueClick Inc. Prior to that, Mr. Mihalka held several operations and financial roles at Association Group Insurance Administrators. Mr. Mihalka holds a BA in Political Science from University of California at Santa Barbara and a MBA from California State University, Northridge.

Robert J. Davis has served as one of our directors since September 2004. Since February 2001, Mr. Davis has served as a venture partner of Highland Capital Partners, a venture capital firm. From October 2000 to February 2001, Mr. Davis served as chief executive officer of Terra Lycos, a global Internet portal and access provider. From June 1995 to October 2000, Mr. Davis served as president and chief executive officer of Lycos, Inc., a global Internet portal. Mr. Davis holds a BS from Northeastern University, a MBA from Babson College and Honorary Doctorates from Northeastern University and Bentley College. Mr. Davis also serves as director for several privately held companies.

Fredric W. Harman has served as one of our directors since September 2004. Since July 1994, Mr. Harman has served as a Managing Member of the General Partner of venture capital funds affiliated with Oak Investment Partners. From June 1987 to June 1994, Mr. Harman was employed by Morgan Stanley, where he served as a General Partner of Morgan Stanley Venture Capital, L.P. Mr. Harman serves as a director of Internap Network Services, an Internet infrastructure company, as well as several privately held companies. Mr. Harman holds a BS and a MS in electrical engineering from Stanford University and a MBA from Harvard University.

Daniel J. Nova has served as one of our directors since September 2004. Since August 1999, Mr. Nova has served as a managing general partner at Highland Capital Partners, a venture capital firm. From August 1996 to August 1999, Mr. Nova was a general partner at Highland Capital Partners. Mr. Nova holds a BS in Computer Science and Marketing from Boston College and a MBA from Harvard University. Mr. Nova also serves as director for several privately held companies.

        Massoud Entekhabi has served as one of our directors since February 2005. Since January 2004, Mr. Entekhabi has served as managing director of Zenith Equity Partners, a private equity firm. Since April 2003, Mr. Entekhabi has served as a director of Ixia, a leading global provider of IP network testing solutions. From July 2000 to December 2003, Mr. Entekhabi served as Managing Director of TL Ventures, a venture capital firm. From September 1973 to July 2000, Mr. Entekhabi was employed by PricewaterhouseCoopers LLP (and its predecessor, Coopers & Lybrand LLP), where he was a partner from 1987 until July 2000. Mr. Entekhabi is a CPA.

        John Pleasants has served as one of our directors since March 2005. Since July 2003, Mr. Pleasants has served as president and chief executive officer of Ticketmaster, a ticketing company. From January 2003 to July 2003, Mr. Pleasants served as president of information services at InterActiveCorp. From November 1996 to December 2002, Mr. Pleasants held various leadership positions at Ticketmaster's predecessor, Ticketmaster Online-Citysearch, Inc., including serving as president and chief executive officer of Ticketmaster Online-Citysearch, Inc, and president of ticketing and transactions. Before joining Ticketmaster Online-Citysearch, Inc., Mr. Pleasants served in various management positions with PepsiCo's Frito-Lay and Hygiene Industries, a New York-based textile manufacturer. Mr. Pleasants holds a BA in Political Science from Yale University and a MBA from Harvard University. Mr. Pleasants serves on the board of directors of several privately held companies.

        Each executive officer serves at the discretion of our board of directors and holds office until his successor is elected and qualified or until his earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

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Composition of the Board of Directors after this Offering

        Our board of directors currently consists of six members and upon completion of this offering will consist of six members. Pursuant to the terms of his employment agreement, Mr. Johnson is entitled to membership on our board of directors. Upon completion of this offering, our common stock will be quoted on The Nasdaq National Market and we will be subject to the rules of The Nasdaq National Market. These rules require that at least one member of our board of directors be "independent" as of the date of this offering, two members of our board of directors to be independent by 90 days after this offering and a majority of our board of directors to be independent by the first anniversary of this offering. We intend to comply with these requirements and we currently have two independent members of our board of directors, Messrs. Entekhabi and Pleasants.

        Classified Board.    Upon completion of this offering, our certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board. Upon completion of this offering, our certificate of incorporation and bylaws will provide that the number of directors will range from three to nine members, with the exact number to be fixed at the discretion of the board.

Board Committees

        Upon completion of this offering, our board of directors will have an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may also establish from time to time any other committees that it deems necessary or advisable.

Audit Committee

        We currently have an audit committee comprised of Messrs. Nova, Davis and Harman. Prior to inclusion of our shares for quotation on The Nasdaq National Market, our board of directors will have an audit committee initially consisting of Messrs. Entekhabi, Nova and Harman, with Mr. Entekhabi serving as the chairman of the committee. Our board of directors has adopted a written charter for our audit committee, which will be posted on our website. Our audit committee, among other things, will:

•

select a firm to serve as independent auditors to audit our financial statements;



•

help to ensure the independence of the auditors;



•

discuss the scope and results of the audit with the independent auditors, and review, with management and the independent auditors, our interim and year-end operating results;



•

develop procedures for employees to submit concerns, anonymously or otherwise, about questionable accounting or audit matters;



•

consider the adequacy of our internal accounting controls and audit procedures; and



•

approve (or, as permitted, pre-approve) all audit and non-audit services to be performed by the independent registered public accounting firm.

        The audit committee will have the sole and direct responsibility for appointing, evaluating and retaining our independent auditors and for overseeing their work. One member of our audit committee, Mr. Entekhabi, is "independent," as defined under The Nasdaq National Market and SEC rules, at the time of this offering, a majority of the members of the audit committee will be independent by 90 days after this offering and all of the members of the audit committee will be independent by the first anniversary of this offering. Each member of our audit committee is financially literate. In addition,

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Mr. Entekhabi will serve as our audit committee "financial expert" within the meaning of Item 401(h) of Regulation S-K of the Securities Act. Mr. Entekhabi has the financial sophistication required under The Nasdaq National Market rules. All audit services to be provided to us and all permissible non-audit services, other than de minimis non-audit services, to be provided to us by our independent auditors will be approved in advance by our audit committee.

Compensation Committee

        We currently have a compensation committee comprised of Messrs. Nova, Davis and Harman. Upon completion of this offering, our board of directors will have a compensation committee initially consisting of Messrs. Harman, Davis and Entekhabi, with Mr. Harman serving as the chairman of the committee. One member of our compensation committee, Mr. Entekhabi, is "independent" as defined under The Nasdaq National Market rules at the time of this offering, a majority of the members of the compensation committee will be independent by 90 days after this offering and all of the members of the compensation committee will be independent by the first anniversary of this offering. The purpose of our compensation committee will be to discharge the responsibilities of our board of directors relating to compensation of our executive officers. Our board of directors has adopted a written charter for our compensation committee, which will be posted on our website. Our compensation committee, among other things, will:

•

review and determine the compensation of our executive officers;



•

administer our stock plans;



•

review and make recommendations to our board with respect to incentive compensation and equity plans; and



•

establish and review general policies relating to compensation and benefits of our employees.

Corporate Governance and Nominating Committee

        Upon completion of this offering, our board of directors will have a corporate governance and nominating committee initially consisting of Messrs. Pleasants, Davis and Entekhabi, with Mr. Pleasants serving as the chairman of the committee. Two members of our corporate governance and nominating committee, Messrs. Pleasants and Entekhabi, are "independent" as defined under The Nasdaq National Market rules at the time of this offering and all of the members of our corporate governance and nominating committee will be independent by the first anniversary of this offering. Our board of directors has adopted a written charter for our corporate governance and nominating committee, which will be posted on our website. Our corporate governance and nominating committee, among other things, will:

•

identify, evaluate and recommend nominees to our board of directors and committees of our board of directors;



•

conduct searches for appropriate directors;



•

evaluate the performance of our board of directors and of individual directors;



•

consider and make recommendations to the board of directors regarding the size and composition of the board and its committees;



•

review developments in corporate governance practices;



•

evaluate the adequacy of our corporate governance practices and reporting; and



•

make recommendations to our board of directors concerning corporate governance matters.

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Code of Ethics

        Upon completion of this offering, we will have a written code of ethics applicable to our directors, officers and employees in accordance with the rules of The Nasdaq National Market and the SEC. Our code of ethics will be designed to deter wrongdoing and to promote:

•

honest and ethical conduct;



•

full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the SEC and in our other public communications;



•

compliance with applicable laws, rules and regulations, including insider trading compliance; and



•

accountability for adherence to the code and prompt internal reporting of violations of the code, including illegal or unethical behavior regarding accounting or auditing practices.

        The code of ethics will include a code of ethics that applies to our senior financial officers, as described in Item 406 of Regulation S-K of the SEC. The audit committee of our board of directors will review our code of ethics on a regular basis and will propose or adopt additions or amendments as it determines are required or appropriate. Our code of ethics will be posted on our website.

Director Compensation

        Our directors historically have not received any compensation for their services. We reimburse our directors for their reasonable out-of-pocket travel expenditures.

        Upon consummation of this offering, non-employee directors will receive an annual retainer of $25,000, plus $1,000 for each board meeting attended in person, $500 for each board meeting attended by telephone, $1,000 for each committee meeting attended in person and $500 for each committee meeting attended by telephone. In addition, the audit committee chairperson will receive an annual retainer of $10,000 and each audit committee member (other than the chairperson) will receive an annual retainer of $5,000. The chairpersons of our compensation committee, and corporate governance and nominating committees will each receive an annual retainer of $3,000 and each member of these committees (other than the chairpersons) will receive an annual retainer of $1,000. We will continue to reimburse all of our directors for costs associated with attending board and committee meetings.

        In addition to the compensation amounts stated above, upon joining our board of directors, Messrs. Entekhabi and Pleasants each received a stock option grant to purchase 42,625 shares of our common stock. Mr. Entekhabi's options have an exercise price of $5 per share, which will vest quarterly over a 3 year period of service as a member of our board. Mr. Pleasants' options have an exercise price of $12 per share, which will vest quarterly over a 3 year period of service as a member of our board.

Compensation Committee Interlocks and Insider Participation

        None of the members of our compensation committee has at any time been one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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EXECUTIVE COMPENSATION

        The following table summarizes the compensation we paid during 2004 to our President and Chief Executive Officer, former Chief Executive Officer, and each of our executive officers who earned more than $100,000. These executive officers are referred to herein as our "named executive officers."

Summary Compensation Table

						Long-Term Compensation Awards
		Annual Compensation(2)
Name and Principal Position						Securities Underlying Options	All Other Compensation(3)
	Year	Salary		Bonus
Kurt A. Johnson(1) President and Chief Executive Officer	2004	$	220,000	$	220,000	252,455	$	6,640
Fred J. Krupica(4) Chief Financial Officer	2004		60,768		75,000	255,735		1,711
James Aviani(5) Chief Technology Officer	2004		158,333		100,000	170,000		4,589
Shayne G. Mihalka Executive Vice President of Operations	2004		150,416		125,000	50,000		4,496
David R. Gross(6) Former Chief Executive Officer	2004		118,086		—	—		3,759

(1)

Mr. Johnson became our Chief Executive Officer on March 3, 2004. Prior to March 3, 2004, Mr. Johnson served as our President and Chief Financial Officer. On September 7, 2004, Mr. Johnson relinquished his duties as our Chief Financial Officer upon our hiring of Mr. Krupica.

(2)

Includes annual compensation earned and expensed in 2004, although paid in 2005.

(3)

Consists of matching contributions made by us pursuant to our 401(k) plan.

(4)

Mr. Krupica became our Chief Financial Officer on September 7, 2004.

(5)

Mr. Aviani became our Chief Technology Officer on March 15, 2004.

(6)

Mr. Gross resigned as our Chief Executive Officer on March 3, 2004.

Stock Option Grants

        The following tables set forth certain information for 2004 with respect to stock options granted to our named executive officers. The percentage of total options granted is based on an aggregate of options to purchase 1,542,180 shares of common stock granted in 2004.

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Option Grants in 2004

		Individual Grants
								Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term(3)
		Number of Shares Underlying Options Granted	% of Total Options Granted to Employees in 2004
Name					Exercise Price Per Share(1)		Expiration Date(2)
								5%		10%
Kurt A. Johnson		252,455	15.4	%	$	2.55	9/28/14	$	4,702,133	$	7,868,682
Fred J. Krupica		255,735	15.6	%		2.55	9/7/14		4,763,226		7,970,915
James Aviani
	2004 Plan	70,000	4.3	%		2.55	9/28/14		1,303,794		2,181,806
	2000 Plan	100,000	6.1	%		2.55	3/15/14		1,862,563		3,116,865
Shayne G. Mihalka		50,000	3.0	%		2.55	9/28/14		931,282		1,558,433

(1)

The exercise price for each grant is equal to the fair market value of our common stock on the date of grant.

(2)

The options have a term of up to four years, subject to earlier termination in certain events related to termination of employment. The options must vest at least as rapidly as 20% on each of the first five anniversaries of the date of grant. Pursuant to the terms of their employment agreements, upon the completion of this offering 50% of Mr. Krupica's and Mr. Aviani's remaining unvested options will vest.

(3)

Potential realizable values are calculated by:

•

multiplying the number of shares of our common stock subject to a given option by $13.00 per share, the midpoint of the price range set forth on the front cover of this prospectus;

•

assuming that the aggregate stock value derived from that calculation compounds at the annual 5% or 10% rates shown in the table for the entire ten-year term of the option; and

•

subtracting from that result the total option exercise price.

        The 5% and 10% assumed rates of appreciation are required by the rules of the Securities and Exchange Commission and do not represent our estimate or projection of the future common stock price. There can be no assurance that any of the values reflected in the table will be achieved.

Aggregated Option Exercises in 2004 and Year-End Option Values

        The following table sets forth, for 2004, certain information with respect to stock options exercised by our named executive officers and the number and value of unexercised options held by our named executive officers. The "Value Realized" column reflects the difference between the market value of the underlying securities at the exercise date and the exercise price of the options. "Value of Unexercised In-the-Money Options at Fiscal Year-End" assumes a per-share fair market value equal to $13.00, the midpoint of the range set forth on the front cover of this prospectus.

Name	Shares Acquired on Exercise	Value Realized		Number of Securities Underlying Unexercised Options at Fiscal Year-End Exercisable/Unexercisable	Value of Unexercised In-the-Money Options at Fiscal Year-End Exercisable/Unexercisable
Kurt A. Johnson	—	$	—	200,000/652,455	$	2,600,000/$8,481,915
Fred J. Krupica	—		—	15,980/239,755		207,740/3,116,815
James Aviani	—		—	12,500/157,500		162,500/2,047,500
Shayne G. Mihalka	17,190	$	28,835	4,685/115,625		60,905/1,503,125

Agreements with Employees

        On October 16, 2003, we entered into an employment agreement with Kurt A. Johnson under which Mr. Johnson agreed to serve as our President and Chief Financial Officer. On March 3, 2004 Mr. Johnson became our Chief Executive Officer. In September 2004, Mr. Johnson relinquished his duties as our Chief Financial Officer upon our hiring of Fred J. Krupica. On February 11, 2005, we

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entered into an amended and restated employment agreement, which has an effective date of January 1, 2005, with Mr. Johnson under which he agreed to continue to serve as our President and Chief Executive Officer and pursuant to which he is entitled to membership on our board of directors. Mr. Johnson receives an annual base salary of $275,000, and is eligible to participate in our bonus plan for an initial target bonus of $175,000 for the current fiscal year, which may be increased to up to $245,000 under the current bonus plan adopted by our board of directors. Calculation of the bonus shall be based on achievement of reasonable business goals for revenue and profitability set annually by our board of directors. Mr. Johnson's employment agreement has a term of five years and may be terminated with or without cause by us immediately upon delivery to Mr. Johnson of written notice of termination or by Mr. Johnson upon our receipt of written notice of termination at least 10 business days before the specified effective date of such termination. The agreement shall automatically renew on its anniversary date for successive additional one year periods unless either party provides written notice of an intention not to renew at least 60 days in advance of the anniversary date. If Mr. Johnson is terminated without cause or as a result of a constructive termination, he will be entitled to all compensation earned through the date of termination, and for a period of 12 months after termination and execution of a release, continued receipt of his base salary plus target bonus for the current fiscal year and continued health and welfare benefits. All of Mr. Johnson's unvested stock options and any other stock awards outstanding shall immediately vest and become exercisable for a period of six months after the date of termination. If Mr. Johnson is terminated without cause or as a result of a constructive termination either three months before or 13 months after a change of control he will be entitled to the same compensation and benefits as if he were terminated without cause or as a result of a constructive termination. For purposes of his employment agreement, "change of control" means an acquisition, certain changes in the composition of our board, certain mergers, or a disposition of substantially all our assets. For purposes of Mr. Johnson's employment agreement, "cause" means, gross negligence, embezzlement, breach of fiduciary duty, willful misconduct or fraud in the performances of his services under the employment agreement, commission of or being charged with any felony or crime of moral turpitude, material breach of the employment agreement and failure to cure such breach, or material breach of our code of business conduct. For purposes of Mr. Johnson's employment agreement, "constructive termination" means a material adverse change in Mr. Johnson's authority, duties, or reporting relationship to our board without his written consent, a material reduction in Mr. Johnson's base salary or stated target bonus without his written consent, a relocation of his principal place of employment by over 100 miles without his written consent, any material breach by us of his employment agreement, or any failure by us to obtain the assumption of his employment agreement by our successor. Mr. Johnson also received grants of 600,000 stock options with an exercise price of $1.40 per share in 2003 and 252,455 with an exercise price of $2.55 per share in 2004. Mr. Johnson's 2003 stock option grant is governed by the 2000 Stock Plan and his 2004 stock option grant is governed by the 2004 Stock Plan. The stock options granted to Mr. Johnson in 2003 vest quarterly in equal portions over a period of three years beginning April 1, 2004. 25% of the stock options granted to Mr. Johnson in 2004 vest on the first anniversary of the date of the grant, with the remaining amount vesting in equal amounts on a quarterly basis through the fourth anniversary of the date of grant. 100% of Mr. Johnson's 2004 stock options will vest if Mr. Johnson is terminated without cause due to a change of control, which for purposes of his option agreement includes an acquisition, certain mergers, a complete liquidation, or a disposition of substantially all our assets, during the 12 month period after a change of control. For purposes of the 2004 stock option, "cause" means fraud, gross negligence, willful misconduct, insubordination, material failure to comply with our policies, violation of our employee inventions assignment agreement, or conviction of a felony or misdemeanor involving moral turpitude.

        On August 2, 2004, we entered into an employment agreement with Fred J. Krupica under which Mr. Krupica acts as our Chief Financial Officer. Mr. Krupica receives an annual base salary of $200,000, and is eligible for a maximum bonus of $150,000, which may be increased to up to $210,000

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under the current bonus plan adopted by our board as determined by the board of directors and based on achievement of reasonable business goals for revenue and profitability. Mr. Krupica's employment agreement has a term of three years, and automatically renews for successive additional one-year periods. The agreement may be terminated, with or without cause, by either party upon 30 days written notice. If Mr. Krupica is terminated without cause, he will be entitled to all compensation earned through the date of termination, and, for a period of 12 months after termination, continued salary and health and welfare benefits. If Mr. Krupica is terminated without cause due to a change of control of our company, or during the 12 month period after a change of control, he will be entitled to compensation earned through the date of termination, and for a period of 12 months after termination, continued salary and health and welfare benefits. For purposes of Mr. Krupica's employment agreement, "cause" means fraud, gross negligence, willful misconduct, insubordination, material failure to comply with our general policies, violation of our employee inventions assignment agreement, failure to carry out instructions of the CEO, or conviction of any felony or a misdemeanor involving moral turpitude. Mr. Krupica also received stock options to purchase 255,735 shares of our common stock, which is equal to 1.5% of the fully diluted shares of the company that were outstanding immediately following the close of the Series A Preferred Stock financing. The stock option grant is governed by the 2004 Stock Plan and has an exercise price of $2.55 per share. As of December 31, 2004, 6.25% of the stock options had vested with the remaining amount vesting in equal portions on a quarterly basis through the fourth anniversary of the date of grant. Upon completion of this offering, 50% of Mr. Krupica's remaining unvested options will vest. If Mr. Krupica is terminated without cause within 12 months following a change of control of our company, which includes an acquisition, certain mergers, liquidation or sale or other disposition of substantially all of our assets, 100% of his remaining unvested options will vest. For purposes of the 2004 stock option, "cause" means fraud, gross negligence, willful misconduct, insubordination, material failure to comply with our general policies, violation of our employee inventions assignment agreement, failure to carry out instructions of the CEO, or conviction of any felony or a misdemeanor involving moral turpitude. The "cause" definition in the 2004 stock option has the same meaning as "cause" for purposes of Mr. Krupica's employment agreement.

        On February 11, 2004, we entered into an employment agreement with James Aviani under which Mr. Aviani acts as our Chief Technology Officer. Mr. Aviani receives an annual base salary of $200,000, and is eligible for a bonus as determined by the board of directors and based on achievement of reasonable business goals for revenue and profitability. Mr. Aviani's employment agreement may be terminated, with or without cause, by either party upon 15 days written notice. If Mr. Aviani is terminated without cause, he will be entitled to all compensation earned through the date of termination, and for a period of six months after termination, continued salary, continued vesting and exercise of his stock options, and continued health and welfare benefits. For purposes of his employment agreement, "cause" means fraud, gross negligence, willful misconduct, insubordination, failure to comply with our general policies, or violation of our employee and contractor confidentiality non-disclosure agreement. If Mr. Aviani is terminated due to a change of control of our company, or if he is terminated or resigns because of a material change in duties or office location, a discontinuation of any material benefit without equivalent substitution or a reduction in salary during the 12 month period after a change of control, he will be entitled, for a period of 12 months after termination, to continued salary, continued vesting and exercise of his stock options, and health and welfare benefits. Mr. Aviani also received stock options to purchase 100,000 shares of our common stock. The stock option grant is governed by the 2000 Stock Plan, and has an exercise price of $2.55 per share. On October 1, 2004, 12.5% of the stock option grant vested and thereafter an equal portion vests quarterly over a period of four years. Upon the completion of this offering or a change of control, which includes an acquisition, certain mergers, liquidation, or sale or other disposition of substantially all of our assets, 50% of Mr. Aviani's remaining unvested options under the 2000 Stock Plan will vest. In addition, on September 28, 2004, Mr. Aviani received stock options to purchase 70,000 shares of our

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common stock. This stock option grant is governed by the 2004 Stock Plan and has an exercise price of $2.55 per share. 25% of the stock options granted to Mr. Aviani in 2004 vest on the first anniversary of the date of grant, with the remaining amount vesting in equal amounts on a quarterly basis through the fourth anniversary of the date of grant. 100% of Mr. Aviani's 2004 stock options will vest if Mr. Aviani is terminated without cause due to a change of control, which includes an acquisition, certain mergers, a complete liquidation, or disposition of substantially all our assets, during the 12 month period after a change of control. For purposes of the 2004 stock option, "cause" means fraud, gross negligence, willful misconduct, insubordination, material failure to comply with our policies, violation of our employee inventions assignment agreement, or conviction of a felony or misdemeanor involving moral turpitude.

Stock Incentive Plans

        The following table sets forth certain information related to our equity compensation plans as of December 31, 2004.

		Equity Compensation Plan Information
Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights	Weighted Average Exercise Price		Number of Securities Remaining available for future issuance under Equity Compensation Plans
Plans Approved by Stockholders		2,380,365	$	2.25	4,935,745
Plans Not Approved by Stockholders.		—		—	—
	Total	2,380,365	$	2.25	4,935,745

2005 Equity Incentive Plan

        On March 11, 2005, our board of directors, and in March 2005, our stockholders approved the 2005 Equity Incentive Plan, or 2005 Equity Plan. The 2005 Equity Plan provides for the grant to our employees of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, or Code, and the grant of nonstatutory stock options, stock awards (in the form of restricted stock or stock units), stock appreciation rights and cash awards (in the form of bonus opportunities based on achievement of certain performance criteria) to our employees, directors and consultants. Each of these is referred to as an "award." The following is a description of the expected features of the 2005 Equity Plan.

        Number of Shares of Common Stock Available Under the 2005 Equity Plan.    A total of 4,000,000 shares of our common stock are reserved for issuance pursuant to the 2005 Equity Plan.

        If an option or other award expires or is terminated or canceled without having been exercised or settled in full, the shares subject to the expired, terminated or canceled award will be returned to the pool of shares available for future grant or sale under the 2005 Equity Plan (unless the 2005 Equity Plan has terminated).

        Administration of the 2005 Equity Plan.    Our board, or a committee appointed by our board, acts as the administrator of the 2005 Equity Plan. In the case of awards intended to qualify as "performance based compensation" within the meaning of Section 162(m) of the Code, the committee will consist of two or more "outside directors" within the meaning of Section 162(m). The administrator has the power to determine the terms of the awards, including the exercise price, the number of shares subject to each award, the exercisability of the awards and the form of consideration payable upon exercise. The administrator has the power to implement an award transfer program, whereby awards may be transferred to a financial institution or other person or entity selected by the administrator.

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        Stock Options.    A stock option is the right to purchase shares of our common stock at a fixed exercise price for a fixed period of time. With respect to nonstatutory stock options, including nonstatutory stock options intended to qualify as "performance based compensation" within the meaning of Section 162(m) of the Code and all incentive stock options, the exercise price of options granted under our 2005 Equity Plan shall be no less than 100% of the fair market value of our common stock on the date of grant. After termination of one of our employees, directors or consultants, he or she may exercise his or her option for the period of time stated in the option agreement. If termination is due to death or disability, the option generally will remain exercisable for 12 months following such termination. In all other cases, the option generally will remain exercisable for three months. However, an option may never be exercised later than the expiration of its term. The term of any stock option may not exceed ten years, and with respect to any participant who owns 10% or more of the voting power of all classes of our outstanding capital stock, the term must not exceed five years. Awards granted under the 2005 Equity Plan vest over the period determined by the administrator.

        Stock Awards.    Stock awards are awards or issuances of shares of our common stock that vest in accordance with terms and conditions established by the administrator. Stock awards include stock units, which are bookkeeping entries representing an amount equivalent to the fair market value of a share of common stock, payable in cash, property or other shares of stock. The administrator determines the number of shares to be granted and impose whatever conditions to vesting it determines to be appropriate, including performance criteria and level of achievement versus the criteria that the administrator determines, which criteria may be based on financial performance, personal performance evaluations and completion of service by the participant. The administrator determines the purchase price of any grants of restricted stock. Unless the administrator determines otherwise, shares that have not vested typically are subject to forfeiture or to our right of repurchase, which we may exercise on the voluntary or involuntary termination of the purchaser's service with us for any reason, including death or disability.

        Stock Appreciation Rights.    A stock appreciation right is the right to receive the appreciation in the fair market value of our common stock between the date of grant and the exercise date, for a number of shares of our common stock specified in the award at the time of grant. We must pay the appreciation in shares of our common stock with equivalent value. The exercise price of stock appreciation rights granted under our 2005 Equity Plan shall be no less than 100% of the fair market value of our common stock on the date of grant. The administrator determines the term of the stock appreciation rights, the vesting schedule and other terms and conditions of stock appreciation rights; however, stock appreciation rights terminate under the same rules that apply to stock options.

        Cash Awards.    Cash awards are awards that give the participant the opportunity to earn future cash payments tied to the level of achievement with respect to one or more performance criteria established by the administrator for a performance period. The administrator establishes the performance criteria and level of achievement versus the criteria, which criteria may be based on financial performance or personal performance evaluations. When awards are intended to qualify as "performance based compensation" within the meaning of Section 162(m) of the Code the administration must specify the measures in writing.

        Adjustment for Changes in Capital Stock.    The number of shares of our common stock subject to outstanding awards under the 2005 Equity Plan, as well as the exercise price of outstanding options, may be appropriately adjusted for any stock split, reverse stock split, stock dividend, combination or reclassification of our common stock, merger, reorganization, recapitalization, spin-off, change in our capital structure, or certain other transactions.

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        Transferability of Awards.    Unless the administrator determines otherwise, the 2005 Equity Plan does not allow for the transfer of awards other than by will or by the laws of descent and distribution, and only the participant may exercise an award during his or her lifetime.

        Merger or Change in Control.    The 2005 Equity Plan provides that in the event of a merger or consolidation where we are not the surviving corporation or a "change in control," including the sale of all or substantially all of our assets, and certain other events, the board of directors or appropriate committee of the board may, in its discretion, provide for the assumption, continuation or substitution of, or adjustment to, all or any part of each outstanding award, accelerate the vesting of all or any part of options and SARs, terminate any restrictions on all or any part of stock awards or cash awards, provide for the cancellation of all or any part of the awards in exchange for a cash payment to the participant, or provide for the cancellation of all or any part of the awards as of the closing of the change in control.

        Amendment and Termination of the 2005 Equity Plan.    The 2005 Equity Plan automatically terminate in 2015, unless we terminate it sooner. In addition, our administrator has the authority to amend, alter or discontinue the 2005 Equity Plan, subject to the approval of the stockholders. No amendment may impair the rights of a participant under any outstanding award, unless the participant and the administrator mutually agree.

2004 Stock Incentive Plan

        On September 8, 2004, our board of directors adopted, and on September 9, 2004, our stockholders approved, the 2004 Stock Incentive Plan, or 2004 Stock Plan. The 2004 Stock Plan provides for the grant to our employees of incentive stock options to our employees, within the meaning of Section 422 of the Code, and the grant of stock awards to our employees, directors and consultants.

        Number of Shares of Common Stock Available Under the 2004 Stock Plan.    As of December 31, 2004, we had reserved 2,477,925 shares of our common stock for issuance under our 2004 Stock Plan. As of December 31, 2004, 935,745 shares of our common stock remained available for grant under our 2004 Stock Plan, 1,542,180 shares are subject to outstanding awards and no shares of our common stock have been issued. We do not intend to issue any additional shares under the 2004 Stock Plan following the effective date of the registration statement of which this prospectus is a part.

        While the 2004 Stock Plan permits shares to be reissued after unvested options lapse or restricted stock is forfeited, we do not intend to issue any further shares under the 2004 Stock Plan after the effective date of the registration statement of which this prospectus is a part.

        Administration of the 2004 Stock Plan.    The 2004 Stock Plan is administered by a committee appointed by the board of directors or, if no committee is appointed, the full board of directors. The administrator has the power to grant to us the right of repurchase and the right of first refusal with respect to any shares issued pursuant to an award.

        Section 280G Approval.    No acceleration of exercisability or payment will occur upon or in relation to a change in control (as defined below) to the extent that such acceleration or payment would result in a "parachute payment" as defined in Section 280G(b)(2) of the Internal Revenue Code, unless stockholder approval has been obtained in compliance with Section 280G.

        Stock Options.    The board granted all options under the 2004 Stock Plan at an exercise price equal to the board's good faith estimate of the fair market value of the common stock at the time of grant. Options granted under the 2004 Stock Plan generally vest over a period of four years and are exercisable for a term of no more than ten years. If an option grant recipient's employment or other service relationship terminates for any reason other than his or her death or disability, his or her

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otherwise exercisable options will expire 90 days after termination. In the case of a recipient's death or disability, options will expire 12 months after the death or disability. If we terminate a recipient of an option grant for cause, the options will expire on such recipient's date of termination.

        Stock Purchase Awards.    A stock purchase award is the right to purchase shares of our common stock at a fixed purchase price for 30 days. The administrator determines the purchase price of the award, however, the minimum purchase price must be at least 85% of the fair market value of our common stock on the date of the grant. Shares issued under stock purchase awards must vest at a rate of at least 20% per year. The common stock issued pursuant to stock purchase awards may be subject to our right to repurchase the stock at the recipient's purchase price on the terms determined by the administrator.

        Adjustment for Change in Capital Stock.    The number of shares of our common stock subject to outstanding awards under the 2004 Stock Plan as well as the exercise price of outstanding options will be proportionately adjusted for any stock split, reverse stock split, stock dividend, combination or reclassification of our common stock, or similar change in our capital structure.

        Transferability of Awards.    Unless the administrator determines otherwise, the 2004 Stock Plan will not allow for the transfer of awards other than by will or by the laws of descent and distribution, and only the participant may exercise an award during his or her lifetime.

        Change in Control.    Our 2004 Stock Plan provides that in the event of a "change in control," including an acquisition of 51% or more of our outstanding voting stock by another party, a transaction requiring stockholder approval for our acquisition, or certain changes in the composition of our board of directors, we may, in our discretion, provide for the assumption or substitution of, or adjustment to, each outstanding award, accelerate the vesting of the options or provide for the cancellation of awards in exchange for a cash payment to the participant.

        Amendments and Termination of the 2004 Stock Plan.    Our board of directors may amend, suspend or terminate the 2004 Stock Plan at any time. Some amendments may require stockholder approval under applicable state and federal law and rules of any stock exchange or national market system on which our common stock is then listed or traded.

2000 Equity Participation Plan

        On July 1, 2000, our board of directors adopted, and on July 20, 2000, our stockholders approved, the 2000 Equity Participation Plan, or the 2000 Stock Plan. The 2000 Stock Plan was first revised in April 2002, with our board of directors adopting the revised plan on May 1, 2002. The board of directors revised the 2000 Stock Plan a second time on September 8, 2004. We granted stock options under the 2000 Stock Plan to our officers and employees.

        Number of Shares of Common Stock Available Under the 2000 Stock Plan.    As of December 31, 2004, we had reserved 838,185 shares of our common stock for issuance under our 2000 Stock Plan. As of December 31, 2004, zero shares of our common stock remained available for grant under our 2000 Stock Plan. 838,185 shares of our common stock are subject to outstanding awards under the 2000 Stock Plan and a total of 1,591,315 shares of our common stock have been issued under the 2000 Stock Plan. We do not intend to issue any additional shares under the 2000 Stock Plan.

        While the 2000 Stock Plan permits shares to be reissued after unvested options lapse or restricted stock is forfeited, we do not intend to issue any further shares under the 2000 Stock Plan.

        Administration of the 2000 Stock Plan.    The 2000 Stock Plan is administered by a committee appointed by the board of directors. The administrator also has the power to modify, extend or assume

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outstanding awards. In addition, the administrator has the power to grant to us the right of repurchase with respect to any shares issued pursuant to an award.

        Stock Options.    The board granted all options under the 2000 Stock Plan at an exercise price equal to the board's good faith estimate of the fair market value of the common stock at the time of grant. Options granted under the 2000 Stock Plan generally vest over a period of four years and are exercisable for a term of no more than ten years. If recipient's employment or other service relationship terminates for any reason other than his or her death or disability, his or her otherwise exercisable options will expire 90 days after termination. In the case of a recipient's death or disability, options will expire 12 months after the death or disability.

        Adjustment for Changes in Capital Stock.    The number of shares of our common stock subject to outstanding awards under the 2000 Stock Plan, as well as the exercise price of outstanding options will be proportionately adjusted for any stock split, reverse stock split, stock dividend, combination or reclassification of our common stock, or similar change in our capital structure.

        Transferability of Awards.    Unless the administrator determines otherwise, the 2000 Stock Plan will not allow for the transfer of awards other than by will or by the laws of descent and distribution, and only the participant may exercise an award during his or her lifetime.

        Merger, Consolidation or Asset Sale.    In a merger or consolidation where we are not the surviving corporation, or a sale of all or substantially all of our assets, the acquiring or surviving entity may assume all outstanding options or issue substitute substantially similar rights in the acquiring or surviving entity. If the acquiring or surviving entity does not assume the options or issue substitute options, each outstanding option under the 2000 Stock Plan will automatically accelerate and become exercisable in whole or in part for 15 days (or a longer period determined by the administrator) following written notice of acceleration. If not exercised within that period, the option terminates.

        Amendments and Termination of the 2000 Stock Plan.    Our board of directors may amend, suspend or terminate our 2000 Stock Plan at any time. Some amendments may require stockholder approval under applicable state and federal law and rules of any stock exchange or national market system on which our common stock is listed or traded. Our 2000 Stock Plan will automatically terminate on December 31, 2009, unless sooner terminated by our board of directors.

Bonus Plan

        On February 2, 2005, our board of directors established a bonus plan under which officers and salaried employees will be eligible to receive cash bonuses, payable quarterly, in an amount to be determined by the board of directors. The potential maximum target bonus amounts will be determined annually by the board of directors in its sole discretion. Individual bonuses may be paid quarterly only upon the board of directors' review and approval. In making its quarterly bonus determinations, the board, in its discretion, will consider a number of factors including corporate performance for the most recent quarter, as well as individual performance based on quarterly performance reviews. The goals for each officer and salaried employee will be determined at the board of directors' discretion on an annual basis. For 2005, the maximum potential bonus amount, as determined by our directors for our executive officers are as follows: Kurt A. Johnson's is $245,000, Fred J. Krupica's is $210,000, James Aviani's is $105,000 and Shayne G. Mihalka's is $140,000.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Indemnification and Director and Officer Insurance

        Our certificate of incorporation contains provisions that limit the liability of our directors. Prior to completion of this offering, we will enter into indemnification agreements with our directors and executive officers. The indemnification agreements will obligate us to pay defense costs and any damages that result from third-party claims against directors and officers for their actions on our behalf, so long as they acted in good faith and in a manner they believed to be in the best interests of our Company. We intend to obtain insurance that insures our directors and officers against certain losses and which insures us against our obligations to indemnify our directors and officers.

Series A Recapitalization

        On September 28, 2004, we sold 2,131,285 shares of our Series A Preferred Stock (which will convert into 10,656,425 shares of common stock prior to the completion of this offering after giving effect to a five-for-one stock split of our common stock) at a price per share of $35.19, for an aggregate purchase price of approximately $75 million. Approximately $55 million of these proceeds were used to repurchase 1,562,944 shares of our common stock (on a pre split basis or 7,814,720 shares after giving effect to a five-for-one stock split) held by our founders, employees and investors and family members of our founders, at $35.19 per share. The amounts that we paid to our executive officers, directors and affiliates, and their respective family members, in the repurchase transaction after expenses, included approximately $21,846,787 paid to Jeff Pryor, one of our founders, $2,265,133 paid to family members of Mr. Pryor, $10,433,435 paid to David R. Gross, one of our founders, $794,506 paid to family members of Mr. Gross, and $217,361 paid to Shayne G. Mihalka, our Executive Vice President of Operations.

Investors' Rights Agreement

        We have entered into an investors' rights agreement, dated September 27, 2004, with the purchasers of our outstanding Series A Preferred Stock, and some of our executive officers, including Kurt A. Johnson, Fred J. Krupica, James Aviani and Shayne G. Mihalka. Some of our directors are affiliated with the purchasers of our outstanding Series A Preferred Stock, including Robert J. Davis who is a venture partner of Highland Capital Partners, Fredric W. Harman who is a managing member of the general partner of venture capital funds affiliated with Oak Investment Partners, and Daniel J. Nova who is a managing general partner at Highland Capital Partners. See "Description of Capital Stock—Registration Rights."

Internet Domain Name Agreement

        On April 15, 2000, we entered into an agreement with I-Serve Promotions, a sole proprietorship wholly owned by one of our founders, Jeff Pryor, with respect to our use of the Internet domain "www.fastclick.com." Under the agreement we were obligated to pay royalties to Mr. Pryor for use of the domain name. We accrued royalty obligations of $3,000, $19,955, $21,940 and $0 for the years ended 2001, 2002, 2003 and 2004, respectively. On May 6, 2004, we entered into an assignment agreement with Mr. Pryor pursuant to which we acquired ownership of the domain name "www.fastclick.com" and satisfied all of our accrued royalty obligations for use of the domain name for a payment to Mr. Pryor of $125,000.

Employment Agreements

        Pursuant to the terms of his employment agreement, Mr. Johnson is entitled to membership on our board of directors. See "Executive Compensation—Agreements with Employees."

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        On December 1, 2004, we entered into an employment agreement with Michael S. Hughes under which Mr. Hughes acted as our Chief Marketing Officer. Pursuant to his employment agreement, Mr. Hughes was to receive an annual base salary of $200,000 and received options to purchase 170,490 shares of our common stock, which was equal to 1% of the total common and preferred shares outstanding on a fully-diluted basis as of the date of grant. The stock option grant is governed by the 2004 Stock Plan and has an exercise price of $3.50 per share. On March 11, 2005, Mr. Hughes resigned his employment effective immediately. In connection with his resignation of employment, we agreed to pay Mr. Hughes all compensation earned through the date of his resignation, to immediately vest 18.75% of his stock options not then-vested, and, for a period of nine months after his resignation, to provide his salary and health and welfare benefits.

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PRINCIPAL AND SELLING STOCKHOLDERS

        The following table sets forth information regarding the beneficial ownership of our common stock as of March 11, 2005, and as adjusted to give effect to this offering, by the following persons and entities:

•

each of our directors;



•

each of our named executive officers;



•

all of our executive officers and directors as a group;



•

each person, or group of affiliated persons, known to us to beneficially own 5% or more of our outstanding common stock; and



•

each selling stockholder.

        Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. For purposes of the table below, we have assumed that 13,809,420 shares of common stock are issued and outstanding as of March 11, 2005 and 19,218,625 shares of common stock will be issued and outstanding upon completion of this offering, in each case assuming, upon completion of this offering, the conversion of all of our outstanding Series A Preferred Stock into an aggregate of 10,656,425 shares of our common stock. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of March 11, 2005, are considered outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated below, the address of each individual listed below is 360 Olive Street, Santa Barbara, California 93101.

        We have granted to the underwriters an option to purchase up to an additional 975,000 shares of common stock exercisable to cover over-allotments, if any, at the public offering price less the underwriting discount shown on the cover page of this prospectus. The underwriters may exercise this option at any time until 30 days after the date of this prospectus. The numbers shown below assume no exercise by the underwriters of their over-allotment option.

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	Shares Beneficially Owned Prior to this Offering				Shares Beneficially Owned After this Offering
5% Stockholder				Shares Sold in this Offering
	Number	Percentage			Number	Percentage
Entities associated with Highland Capital Partners(1) c/o Highland Capital Partners LLC 92 Hayden Avenue Lexington, MA 02421	4,973,000	36.0	%		4,973,000	25.9	%
Oak Investment Partners XI, Limited Partnership(2) 525 University Avenue, Suite 1300 Palo Alto, CA 94301	4,973,000	36.0	%		4,973,000	25.9	%
Jeff Pryor(3)	859,090	6.2	%	250,000	609,090	3.2	%
Entities associated with Steamboat Ventures, LLC(4) 3601 West Olive Avenue, Suite 501 Burbank, CA 91505	710,425	5.1	%		710,425	3.7	%
Executive Officers and Directors
Kurt A. Johnson(5)	250,000	1.8	%		250,000	1.3	%
Fred J. Krupica(6)	143,848	1.0	%		143,848	*
James Aviani(7)	62,500	*			62,500	*
Shayne G. Mihalka(8)	37,500	*			37,500	*
Robert J. Davis(1)	4,973,000	36.0	%		4,973,000	25.9	%
Frederic W. Harman(2)	4,973,000	36.0	%		4,973,000	25.9	%
Daniel J. Nova(1)	4,973,000	36.0	%		4,973,000	25.9	%
Massoud Entekhabi(9)	2,565	*			2,565	*
John Pleasants(10)	2,565	*			2,565	*
All executive officers and directors as a group (9 persons)	10,440,098	73.2	%		10,440,098	53.1	%
Other Selling Stockholders
David R. Gross and Dawn M. Gross(3)(11)	500,000	3.6	%	500,000	—	*
Max D. Benton(12)	125,000	*		125,000	—	*
Jeffrey K. Hirsch(3)	107,385	*		50,000	57,385	*
Sidney A. Jackson and Marian Jackson	95,000	*		7,500	87,500	*
Robert Bruce Matthews and Joan Matthews	50,000	*		25,000	25,000	*
Mark K. Pryor	40,000	*		7,500	32,500	*
David Richard Pryor	37,500	*		5,000	32,500	*
Richard J. Pryor and Rebecca S. Carmichael Pryor	26,845	*		26,845	—	*
Frederick Gross and Patricia Gross	25,000	*		5,000	20,000	*
Smilja Vukovich	25,000	*		7,500	17,500	*
Donald J. Zbikowski and Deborah L. Zbikowski	25,000	*		5,000	20,000	*
Mary E. Wilke	20,000	*		5,000	15,000	*
Tom and Renee Mata	18,750	*		3,750	15,000	*
Mitch Rowan	18,750	*		3,750	15,000	*
James J. Wachholz	17,500	*		3,500	14,000	*
Michael I. and Naomi S. Eskenazi	16,250	*		1,250	15,000	*
All other selling stockholders as a group (14 persons)(13)	123,070	*		59,200	63,870	*

*

Less than 1%

(1)

Includes 3,113,095 shares held by Highland Capital Partners VI Limited Partnership ("Highland Capital VI"), 1,705,740 shares held by Highland Capital Partners VI-B Limited Partnership ("Highland Capital VI-B"), 154,165 shares held by Highland Entrepreneurs' Fund VI Limited Partnership ("Highland Entrepreneurs' Fund" and together with Highland Capital VI and Highland Capital VI-B, the "Highland Investing Entities"). Highland Management Partner VI Limited Partnership is the general partner of Highland Capital VI and Highland Capital VI-B. HEF VI Limited Partnership is the general partner of Highland Entrepreneurs' Fund. Highland Management Partners VI, Inc. ("Highland Management") is the general partner of both Highland Management Partners VI Limited Partnership and HEF VI Limited Partnership. Robert F. Higgins, Paul A. Maeder, Sean M. Dalton, Josaphat K. Tango, Fergal J. Mullen, Jon G. Auerbach and Daniel J. Nova, a member of our board of directors, are the managing directors of Highland Management (together, the "Managing Directors"). Robert J. Davis, a member of our board of directors, is a venture partner of Highland Capital Partners, LLC. Highland Management, as the general partner of the general partners of the Highland Investing Entities, may be deemed to have beneficial ownership of the shares held by the Highland Investing Entities. The Managing Directors have shared voting and investment control over all the shares held by Highland Management and therefore may be deemed to share beneficial ownership of the shares held by Highland Management by virtue of their status as controlling

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persons of Highland Management. Each Managing Director disclaims beneficial ownership of the shares held by the Highland Investing Entities, except to the extent of each such Managing Director's pecuniary interest therein.

(2)

Includes 4,973,000 shares beneficially owned by Oak Investment Partners XI, Limited Partnership ("Oak Partners"). Oak Partners is managed by its general partner, Oak Associates XI, LLC ("Oak Associates"). Fredric W. Harman, a member of our board of directors, Bandel L. Carano, Ann H. Lamont, Edward F. Glassmeyer, Gerald R. Gallagher and David B. Walrod collectively serve as Managing Members (the "Managing Members") of Oak Associates. Oak Associates, as the general partner of Oak Partners, may be deemed to have beneficial ownership of the shares held by Oak Partners. The Managing Members have shared voting and investment control over all of the shares held by Oak Associates and therefore may be deemed to share beneficial ownership of the shares held by Oak Associates by virtue of their status as the controlling persons of Oak Associates. Each Managing Member disclaims beneficial ownership of the shares held by Oak Partners, except to the extent of each such Managing Member's pecuniary interest therein.

(3)

The selling stockholder is a former employee of Fastclick, Inc.

(4)

Includes 710,425 shares beneficially owned by Steamboat Ventures, LLC ("Steamboat Ventures") and shares beneficially owned by Steamboat Ventures Manager, LLC ("Steamboat Manager" and together with Steamboat Ventures, the "Steamboat Entities"). John R. Ball serves as the sole Managing Director of the Steamboat Entities. Mr. Ball has sole voting and investment control over all of the shares held by the Steamboat Entities and therefore may be deemed to have beneficial ownership of the shares held by the Steamboat Entities by virtue of his status as the Managing Director of the Steamboat Entities. Mr. Ball disclaims beneficial ownership of the shares held by the Steamboat Entities, except to the extent of his pecuniary interest therein.

(5)

Represents 250,000 shares underlying options to purchase our common stock issued to Mr. Johnson under our 2000 Stock Plan with an exercise price of $1.40. Does not include (i) 350,000 shares underlying options to purchase our common stock granted to Mr. Johnson under our 2000 Stock Plan with an exercise price of $1.40 which will vest in equal quarterly installments through January 1, 2007 or (ii) 252,455 shares underlying options to purchase our common stock granted to Mr. Johnson under our 2004 Stock Plan with an exercise price of $2.55 of which 25% will vest on September 28, 2005 with the remaining amount vesting in quarterly installments of 6.25% of the original option grant through June 30, 2008, with the final 6.25% of the original option grant vesting on September 28, 2008.

(6)

Includes 127,868 shares underlying options to purchase our common stock issued to Mr. Krupica under our 2004 Stock Plan with an exercise price of $2.55, of which 111,888 vest upon the completion of this offering. Does not include 111,887 shares underlying options to purchase our common stock granted to Mr. Krupica under our 2004 Stock Plan with an exercise price of $2.55 which will vest in quarterly installments of 6.25% of the original option grant through December 31, 2006, with the final 27 shares vesting on March 31, 2007.

(7)

Includes 62,500 shares underlying options to purchase our common stock issued to Mr. Aviani under our 2000 Stock Plan with an exercise price of $2.55, of which 37,500 vest upon the completion of this offering. Does not include (i) 37,500 shares underlying options to purchase our common stock granted to Mr. Aviani under our 2000 Stock Plan with an exercise price of $2.55 which will vest in quarterly installments of 6.25% of the original option grant through September 30, 2006 or (ii) 70,000 shares underlying options to purchase our common stock granted Mr. Aviani under our 2004 Stock Plan with an exercise price of $2.55 of which 25% will vest on September 28, 2005 with the remaining amount vesting in quarterly installments of 6.25% of the original option grant through June 30, 2005, and with the final 6.25% of the original option grant vesting on September 28, 2008.

(8)

Includes 14,060 shares underlying options to purchase our common stock granted to Mr. Mihalka under our 2000 Stock Plan with an exercise price of $1.40. Does not include (i) 56,250 shares underlying options to purchase our common stock issued to Mr. Mihalka under our 2000 Stock Plan with an exercise price of $1.40 which will vest in quarterly installments through April 1, 2008 or (ii) 50,000 shares underlying options to purchase our common stock granted to Mr. Mihalka under our 2004 Stock Plan with an exercise price of $2.55 of which 25% will vest on September 28, 2005 with the remaining amount vesting in quarterly installments of 6.25% of the original option grant through June 30, 2005, and with the final 6.25% of the original option grant vesting on September 28, 2008.

(9)

Includes 2,565 shares underlying options to purchase our common stock issued to Mr. Entekhabi under our 2004 Stock Plan with an exercise price of $5.00. Does not include 40,060 shares underlying options to purchase our common stock with an exercise price of $5.00 which will vest in quarterly installments through January 25, 2008.

(10)

Includes 2,565 shares underlying options to purchase our common stock issued to Mr. Pleasants under our 2004 Stock Plan with an exercise price of $12.00. Does not include 40,060 shares underlying options to purchase our common stock with an exercise price of $12.00 which will vest in quarterly installments through January 25, 2008.

(11)

Represents 500,000 shares held by the David R. Gross and Dawn M. Gross Revocable Family Trust dated June 27, 2003 (the "Gross Family Trust"). David R. Gross and Dawn M. Gross, trustees of the Gross Family Trust have voting and dispositive power over the shares of common stock held by the Gross Family Trust.

(12)

Represents 125,000 shares held by the Benton Family Trust. Max D. Benton, trustee of the Benton Family Trust, has voting and dispositive power over the shares of common stock held by the trust.

(13)

Each of these selling stockholders is selling fewer than 12,500 shares of common stock, and all of such persons beneficially own, in the aggregate, less than 1% of our common stock outstanding prior to this offering.

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DESCRIPTION OF CAPITAL STOCK

        The following is a summary of the rights of our common stock and preferred stock and related provisions of our certificate of incorporation and bylaws, as they will be in effect upon the closing of this offering. This summary is not complete. For more detailed information, please see our certificate of incorporation, bylaws and investors' rights agreement, which are filed as exhibits to the registration statement of which this prospectus is a part.

        We plan to reincorporate in the state of Delaware prior to this offering. The following description of our capital stock gives effect to the reincorporation and the related changes in our certificate of incorporation and bylaws.

        Pursuant to our certificate of incorporation, our authorized capital stock consists of 110,000,000 shares, each with $0.001 par value per share, of which:

•

100,000,000 shares are designated as common stock; and



•

10,000,000 shares are designated as preferred stock.

        As of December 31, 2004, there were 63 holders of record of our common stock and 6 holders of record of our Series A Preferred Stock. Upon the closing of this offering, there will be no outstanding shares of our Series A Preferred Stock.

Common Stock

        Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. Common stockholders do not have the right to cumulate their votes in the election of directors. Accordingly, a plurality of the votes cast in any election may elect all of the directors standing for election. Holders of common stock are entitled to receive any dividends ratably, if declared by the board of directors out of assets legally available for the payment of dividends, subject to any preferential dividend rights of any outstanding preferred stock. If we liquidate, dissolve or wind up, the holders of common stock are entitled to share ratably in all assets remaining after we satisfy all liabilities and the liquidation preference of any shares of preferred stock outstanding at that time. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock, which we may designate and issue in the future without further stockholder approval.

Common Stock Outstanding at Consummation of Offering

        Upon the consummation of this offering, there will be 19,142,225 shares of common stock issued and outstanding assuming no exercise by the underwriters of their over-allotment option.

Preferred Stock

        The board of directors is authorized to issue, without further stockholder approval, up to 110,000,000 shares of preferred stock in one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, term of redemption, including sinking fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of any series. We may issue shares of preferred stock in ways that may delay, defer or prevent a change in control of us without further action by our stockholders and may adversely affect the voting and other rights of the holders of common stock. The issuance of preferred stock with voting and conversion rights may adversely affect the voting power of

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the holders of common stock, including the loss of voting control to the holder of preferred stock issued in the future.

Preferred Stock Outstanding at Consummation of Offering

        As of the consummation of this offering, there will be no outstanding shares of preferred stock.

Options

        As of December 31, 2004, options to purchase a total of 2,380,365 shares of common stock with a weighted average exercise price of $2.25 were outstanding. Of these options, options to purchase 308,055 shares were vested at December 31, 2004. Substantially all of the shares of common stock underlying these options are subject to 180 day lock-up agreements with the underwriters. See "Underwriting" for a description of the terms of the lock-up agreements.

Registration Rights

        The holders of 10,656,425 shares of our common stock issuable upon conversion of our Series A Preferred Stock have the right to require us to register their shares for resale under the Securities Act. The following stockholders have registration rights: Highland Capital Partners VI Limited Partnership, Highland Capital Partners VI-B Limited Partnership, Highland Entrepreneurs' Fund VI Limited Partnership, Oak Investment Partners XI, Limited Partnership, Steamboat Ventures, LLC and Steamboat Ventures Manager, LLC. These registration rights are contained in our investors' rights agreement and are described below. The registration rights under the investors' rights agreement will expire five years following the completion of this offering, or, with respect to an individual holder's S-3 registration rights described below, when that holder is able to sell all of its shares pursuant to Rule 144 under the Securities Act in any three month period.

•

Demand registration rights.  Six months after the date on which the registration statement, of which this prospectus is a part, is declared effective the holders of shares of common stock who are parties to our investors' rights agreement have the right to require us to register their common stock. The holders exercising the demand rights must hold at least one-third of the shares of common stock subject to the investors' rights agreement. We are obligated to effect two registrations in response to these demand registration rights, and no request for a demand registration may be made within 180 days after the effective date of any registration statement on Form S-1 that we file. We may postpone the filing of a registration statement for up to 90 days once in any 12 month period if, in our reasonable opinion, material non-public information exists about us that should not be disclosed. The managing underwriter or underwriters of any underwritten offering have the right to limit the number of shares to be included in a registration statement filed in response to the exercise of these demand registration rights due to marketing reasons. We must pay all expenses, except for underwriting discounts and commissions, incurred in connection with these demand registration rights, except that our obligation to reimburse the reasonable fees and disbursements of one counsel to the exercising holders is limited to $20,000 and except that if the registration statement is withdrawn at the request of a majority of the exercising holders, those holders must pay all expenses.



•

Piggyback registration rights.  If we register any securities for public sale, the stockholders who are parties to our investors' rights agreement have the right to include their shares of common stock in such registration, subject to specified exceptions. The managing underwriter or underwriters of any underwritten offering have the right to limit the number of shares registered for these stockholders due to marketing reasons, subject to certain exceptions. We must pay all expenses, except for underwriting discounts and commissions, incurred in connection with these piggyback registration rights.

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•

S-3 registration rights.  If we are eligible to file a short-form registration statement on Form S-3, the stockholders who are parties to our investors' rights agreement can request that we register their shares on a registration statement on Form S-3, provided that the total value of such common stock offered to the public is at least $2,500,000 (based on the current market price of our common stock). Pursuant to the terms of our investors' rights agreement we are required to file only one Form S-3 registration statement in any 12 month period and we are not required to effect any registration of Form S-3 for any stockholder who is then entitled to sell all of the common stock held by such stockholder within any three month period under Rule 144 of the Securities Act. We may postpone the filing of a registration statement for up to 90 days once in any 12 month period if, in our reasonable opinion, material non-public information exists about us that should not be disclosed. We must pay all expenses, except for underwriting discounts and commissions, incurred in connection with these S-3 registration rights.

Anti-Takeover Provisions

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws.

        Delaware law, our certificate of incorporation and our bylaws, as amended and restated prior to the closing of this offering, contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give the board the power to discourage acquisitions that some stockholders may favor.

Special Approval for Amendment of Certificate of Incorporation and Bylaws.

        Our certificate of incorporation and bylaws provide that the holders of a majority of our capital stock entitled to vote constitute a quorum for the conduct of business at a meeting of stockholders. However, the holders of at least two-thirds of our outstanding voting stock must approve any amendments to the protective provisions of our certificate of incorporation or bylaws, which include the requirements that actions by stockholders be taken at duly called meetings and not by written consent, and that our board of directors be divided into three classes with staggered terms.

Limits on Ability of Stockholders to Act by Written Consent.

        Our certificate of incorporation and bylaws provide that our stockholders may not act by written consent. This limit on the ability of our stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. In addition, our bylaws provide that special meetings of our stockholders may be called only by the board of directors, chairman of the board or president, and not by any stockholder. As a result, one or more persons controlling a majority of our voting stock would not be able to amend our certificate of incorporation or remove directors without a stockholders meeting.

Undesignated Preferred Stock.

        The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

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Classified Board of Directors.

        Our certificate of incorporation provides for the board of directors to be divided into three classes, each with a staggered three-year term. As a result, only one class of directors will be elected at each annual meeting of stockholders, and each of the two other classes of directors will continue to serve for the remainder of their respective three-year terms. The classification of directors has the effect of making it more difficult for stockholders to change the composition of our board. Our certificate of incorporation provides that the number of directors will be fixed in the manner provided in our bylaws. Our bylaws provide that the number of directors will be fixed from time to time solely pursuant to a resolution adopted by the board, but must consist of not less than three or more than nine directors. Upon completion of this offering, our board of directors will have six members. Our certificate of incorporation contains a provision prohibiting cumulative voting for the election of directors. Members of our board of directors may only be removed for cause and upon the affirmative vote of the holders of a majority of our capital stock entitled to vote.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals.

        Our bylaws provide that special meetings of our stockholders can be called only by the board of directors, the chairman of the board or the president, and not by any stockholder. Our bylaws also prohibit the conduct of any business other than as specified in the notice of special meeting or as otherwise brought before the meeting by the board of directors. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

        Our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. Additionally, vacancies and newly created directorships may be filled only by a vote of a majority of the directors then in office, even though less than a quorum, and not by the stockholders. Our bylaws allow the board of directors or the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquiror from conducting a solicitation of proxies to elect the acquiror's own slate of directors or otherwise attempting to obtain control of our company.

Limitations on Liability and Indemnification of Directors and Officers.

        For a description of the limitations on liability and indemnification of our officers and directors, see "Certain Relationships and Related Party Transactions—Indemnification and Director and Officer Insurance."

Amendment Provisions.

        Our certificate of incorporation grants our board of directors the authority to amend and repeal our bylaws without a stockholder vote in any manner not inconsistent with the laws of the State of Delaware or our certificate of incorporation.

Delaware Anti-Takeover Statute.

        We plan to reincorporate in Delaware prior to the effective date of the registration statement of which this prospectus is a part. Once we reincorporate in Delaware, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law, which regulates corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years

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following the date the person became an interested stockholder unless at least one of the following conditions applies:

•

prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;



•

on completion of the transaction that resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or



•

on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66²/3% of the outstanding voting stock which is not owned by the interested stockholder.

        Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with the stockholder's affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation's outstanding voting securities. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors do not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of our common stock held by stockholders.

        The provisions of Delaware law, our certificate of incorporation and our bylaws could have the effect of deferring, delaying or discouraging hostile takeovers and, consequently, they may inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in control or management of our company. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is EquiServe Trust Company, N.A. and its address is 250 Royall Street, Canton, MA 02021.

Quotation

        We have applied to have our common stock included for quotation on The Nasdaq National Market under the symbol "FSTC."

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SHARES ELIGIBLE FOR FUTURE SALE

        Prior to this offering, there has been no public market for our common stock. We cannot predict the effect, if any, that market sales of shares or the availability of shares for sale will have on the market price prevailing from time to time. Sales of our common stock in the public market after the offering, or the perception that those sales may occur, could cause the prevailing market price to decrease or to be lower than it might be in the absence of those sales or perceptions.

        Following the completion of this offering, we will have 19,142,225 shares of common stock outstanding assuming the conversion of all of our outstanding preferred stock, no exercise of the over-allotment option by the underwriters and no exercise of outstanding options. Of these shares, all of the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless one of our existing affiliates, as that term is defined in Rule 144 under the Securities Act, purchases the shares.

        The remaining shares of common stock held by existing stockholders are restricted shares as that term is defined in Rule 144 under the Securities Act. We issued and sold the restricted shares in private transactions in reliance upon exemptions from registration under the Securities Act. Restricted shares may be sold in the public market only if they are registered under the Securities Act or if they qualify for an exemption from registration, such as the exemptions provided under Rules 144 or 701 under the Securities Act, which are summarized below.

        Taking into account the lock-up agreements described below, the provisions of Rules 144, 144(k) and 701 and the S-8 Registration Statement described below, an additional amount of securities will become available for sale in the public market as follows (including shares underlying outstanding stock options that will vest within 90 and 180 days after the date of this prospectus):

Days after the date of this Prospectus	Additional Shares Eligible for Public Sale	Comments
On the date of this prospectus and various times thereafter	270,175	Includes shares eligible for sale under Rule 144(k) and our registration statement on Form S-8 who are not subject to a lock-up agreement
At 90 days after the date of this prospectus and various times thereafter	15,185	Includes shares eligible for sale under Rule 144 and Rule 701
At 181 days after the date of this prospectus and various times thereafter	13,313,760	Includes shares eligible for sale under Rule 144(k), Rule 144, Rule 701 and our registration statement on Form S-8

Lock-Up Agreements

        We and our officers, directors and existing stockholders, who collectively hold 13,313,760 shares of our common stock (including shares issuable upon exercise of outstanding options) have entered into lock-up agreements with the underwriters in connection with this offering (after giving effect to the completion of this offering). These lock-up agreements provide that, subject to limited exceptions, neither we nor any of our directors or executive officers nor any of those stockholders may dispose of or hedge any shares of common stock or securities convertible into or exchangeable for shares of common stock. These restrictions will be in effect for a period of 180 days after the date of this prospectus. At any time and without notice, the underwriters may release all or some of the securities from these lock-up agreements. The underwriters have informed us that they have no current intention to release any of the shares subject to the lock-up agreements. Any determination by the underwriters to release any of the shares subject to the lock-up agreements will be made on a case-by-case basis,

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taking into consideration such factors as market conditions, the possible impact on the market price of our common stock and the identity or special circumstances of the person requesting the release. See "Underwriting" for a description of the lock-up agreements.

Rule 144

        In general, under Rule 144, as currently in effect, a person who owns shares that were acquired from us or one of our affiliates at least one year prior to the proposed sale is entitled to sell upon expiration of the selling restrictions described above, within any three month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

•

1% of the number of shares of common stock then outstanding, which will equal approximately 191,422 shares immediately after this offering; or



•

the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

        Sales under Rule 144 are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. Rule 144 also provides that our affiliates who sell shares of our common stock that are not restricted shares must nonetheless comply with the same restrictions applicable to restricted shares with the exception of the holding period requirement.

Rule 144(k)

        Under Rule 144(k), a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, public information, volume limitation, or notice provisions of Rule 144. Therefore, unless otherwise restricted such as through the lock-up agreements, "144(k) shares" may be sold immediately upon the completion of this offering.

Rule 701

        In general, under Rule 701 as currently in effect, any of our employees, consultants or advisors who purchases shares from us in connection with a compensatory stock or option plan or other written agreement in a transaction that was completed in reliance on Rule 701 and complied with the requirements of Rule 701, is eligible, subject to the terms of the lock-up agreements, to resell those shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period and notice requirements of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, volume limitation or notice filing provisions of Rule 144.

Form S-8 Registration Statements

        Shortly after the effectiveness of this offering, we intend to file a registration statement on Form S-8 under the Securities Act covering shares of common stock reserved for issuance under our 2000 Stock Plan, 2004 Stock Plan and 2005 Equity Plan. Upon the filing of the Form S-8, shares of common stock issued upon the exercise of options under our 2000 Stock Plan, 2004 Stock Plan, and 2005 Equity Plan will be available for sale in the public market, subject to Rule 144 volume limitations applicable to affiliates and subject to the lock-up agreements described above.

Registration Rights

        The holders of 10,656,425 shares of our common stock issuable upon the conversion of our Series A Preferred Stock prior to completion of this offering are entitled to rights with respect to the registration of their shares under the Securities Act. These registration rights are contained in our investors' rights agreement and are described above. The registration rights provided for under our investors' rights agreement will expire five years following the completion of this offering, or, with respect to an individual holder's S-3 registration rights, when the holder is able to sell all of its shares pursuant to Rule 144 under the Securities Act in any three month period.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. STOCKHOLDERS

        The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of our common stock to non-U.S. holders (as described below), but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This discussion does not address tax consequences of the purchase, ownership or disposition of our common stock to holders of our common stock other than those holders who acquired their beneficial ownership in the common stock in this offering. This summary is based upon the provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service, or IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

        This summary also does not address estate tax considerations or the tax considerations arising under the laws of any foreign, state, local or other tax jurisdiction. In addition, except where noted, this discussion addresses only those holders who hold the common stock as capital assets and does not address tax considerations applicable to an investor's particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

•

banks, insurance companies or other financial institutions;



•

persons subject to the alternative minimum tax;



•

tax-exempt organizations or government entities;



•

brokers or dealers in securities or currencies;



•

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;



•

persons that own, or are deemed to own, more than five percent of our equity securities;



•

certain former citizens or long-term residents of the United States;



•

certain foreign entities that are owned by U.S. persons, including "controlled foreign corporations" and "passive foreign investment companies;"



•

persons who hold our common stock as a position in a hedging transaction, "straddle," "conversion transaction" or other risk reduction transaction;



•

persons deemed to sell our common stock under the constructive sale provisions of the Code; or



•

partnerships or entities taxable as partnerships.

        If a partnership holds our common stock, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships which hold our common stock and partners in such partnerships should consult their tax advisors.

        YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE UNITED STATES FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

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Non-United States Holder Defined

        For purposes of this discussion, you are a non-U.S. holder if you are a holder that, for U.S. federal income tax purposes, is not a U.S. person or a partnership. For purposes of this discussion, you are a U.S. person if you are:

•

an individual citizen or resident of the United States;



•

a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States any state thereof or the District of Columbia;



•

an estate whose income is subject to U.S. federal income tax regardless of its source; or



•

a trust (i) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (ii) which has made an election to be treated as a U.S. person.

Distributions

        Other than a final cash distribution to our former subchapter S stockholders of approximately $3.2 million on December 16, 2004, we have not made any distributions on our common stock since becoming a C Corporation on September 28, 2004. We do not plan to make any distributions for the foreseeable future. However, if we do make distributions on our common stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of stock.

        Subject to the discussion below under "Income or Gain Effectively Connected with a United States Trade or Business," any dividend paid to you generally will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of the dividend or such lower rate as may be specified by an applicable tax treaty. In order to receive a reduced treaty rate, you must provide us with an IRS Form W-8BEN or other appropriate version of IRS Form W-8 certifying qualification for the reduced rate. If a non-U.S. holder holds the common stock through a foreign intermediary, a reduced rate of withholding may be obtained if the foreign intermediary provides a properly executed IRS Form W-8IMY, stating that such holder of the common stock is holding the common stock on behalf of non-U.S. holders and attaching properly executed IRS Form W-8BENs of such non-U.S. holders (unless such intermediary is a qualified intermediary) to the Form W-8IMY. In all situations, the applicable form must be delivered pursuant to applicable procedures and must be promptly transmitted to the U.S. paying/withholding agent.

        If you are eligible for a reduced rate of withholding tax pursuant to a tax treaty, you may obtain a refund of any excess amounts currently withheld if you file an appropriate claim for refund with the IRS.

Gain on Disposition of Common Stock

        You generally will not be required to pay U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

•

the gain is effectively connected with your conduct of a U.S. trade or business (and if a tax treaty applies, such gain is attributable to your permanent establishment in the United States) (in either case, see the discussion below under "Income or Gain Effectively Connected with a United States Trade or Business);

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•

you are an individual who holds our common stock as a capital asset (generally, an asset held for investment purposes) and who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or



•

our common stock constitutes a U.S. real property interest by reason of our status as a "U.S. real property holding corporation" for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding the disposition or your holding period for our common stock.

        Unless an applicable treaty provides otherwise, if you are an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax on the gain derived from the sale, which gain may be offset by U.S. source capital losses (even though you are not considered a resident of the United States). We believe we are not and do not anticipate becoming a "U.S. real property holding corporation."

Income or Gain Effectively Connected with a United States Trade or Business

        If you are engaged in a trade or business in the United States and if gain realized on the sale or other disposition of the common stock is effectively connected with your conduct of such trade or business (and, if an applicable tax treaty requires, is attributable to a U.S. permanent establishment maintained by you in the United States), you will generally be subject to U.S. federal income tax on such dividends or gain on a net income basis in the same manner as if you were a U.S. taxpayer, although you will be exempt from U.S. withholding tax if you deliver, pursuant to applicable procedures, a properly executed IRS Form W-8ECI to the U.S. paying/withholding agent. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or such lower rate provided by an applicable U.S. income tax treaty) of a portion of your effectively connected earnings and profits for the taxable year.

Backup Withholding and Information Reporting

        Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report is sent to you. Pursuant to tax treaties or other agreements, the IRS may make its reports available to tax authorities in your country of residence.

        Payments of dividends or of proceeds on the disposition of stock made to you may be subject to information reporting and backup withholding unless you establish an exemption, for example by properly certifying your non-United States status on an IRS Form W-8BEN or another appropriate version of IRS Form W-8. Notwithstanding the foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a U.S. person.

        Backup withholding is currently imposed at a rate of 28%; however, it is not an additional tax. Rather, the U.S. income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained, provided that the required information is furnished to the IRS.

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UNDERWRITING

        Under the terms and subject to the conditions contained in an underwriting agreement dated                        , we and the selling stockholders have agreed to sell to the underwriters named below, for whom Credit Suisse First Boston LLC, Citigroup Global Markets Inc., Thomas Weisel Partners LLC and Jefferies Broadview, a division of Jefferies & Company, Inc., are acting as representatives, the following respective numbers of shares of common stock:

Underwriter		Number of Shares
Credit Suisse First Boston LLC
Citigroup Global Markets Inc.
Thomas Weisel Partners LLC
Jefferies Broadview, a division of Jefferies & Company, Inc.
	Total	6,500,000

        The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in the offering if any are purchased, other than those shares covered by the over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

        We have granted to the underwriters a 30-day option to purchase up to 975,000 additional shares from us at the initial public offering price less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of common stock.

        The underwriters propose to offer the shares of common stock initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $            per share. The underwriters and selling group members may allow a discount of $            per share on sales to other broker/dealers. After the initial public offering, the representatives may change the public offering price and concession and discount to broker/dealers.

        The following table summarizes the compensation and estimated expenses we and the selling stockholders will pay:

	Per Share		Total
	Without Over-allotment	With Over-allotment	Without Over-allotment	With Over-allotment
Underwriting Discounts and Commissions paid by us	$	$	$	$
Expenses payable by us	$	$	$	$
Underwriting Discounts and Commissions paid by selling stockholders	$	$	$	$
Expenses payable by the selling stockholders	$	$	$	$

        The representatives have informed us that they do not expect sales to accounts over which the underwriters have discretionary authority to exceed 5% of the shares of common stock being offered.

        We have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, or the Securities Act, relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, without the prior written consent of

89

Credit Suisse First Boston LLC and Citigroup Global Markets Inc. for a period of 180 days after the date of this prospectus, except in certain limited circumstances.

        Our officers, directors and existing stockholders, who collectively hold 13,313,760 shares of our common stock, have agreed that they will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or other securities, in cash or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse First Boston LLC and Citigroup Global Markets Inc. for a period of 180 days after the date of this prospectus.

        The underwriters have reserved for sale at the initial public offering price up to 195,000 shares of the common stock for employees, directors and other persons associated with us who have expressed an interest in purchasing common stock in the offering. The number of shares available for sale to the general public in the offering will be reduced to the extent these persons purchase the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares.

        We and the selling stockholders have agreed to indemnify the underwriters against liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

        We have applied to have our common stock included for quotation on The Nasdaq National Market under the symbol "FSTC."

        Prior to this offering, there has been no public market for the common stock. The initial public offering price will be determined by negotiations between the underwriters and our board of directors. Among the factors to be considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial operating information in recent periods, the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours, the ability of our management, the general conditions of the securities markets at the time of the offering and the information in this prospectus and otherwise available to the underwriters. The estimated public offering price range listed on the cover page of this preliminary prospectus may change as a result of the market conditions and other factors.

        We offer no assurances that the initial public offering price will correspond to the price at which the common stock will trade in the public market subsequent to this offering or that an active trading market for the common stock will develop and continue after the offering.

        In connection with the offering the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934 (the "Exchange Act").

•

Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.



•

Over-allotment involves sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number

90

of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

•

Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.



•

Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

        These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of the common stock. As a result the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The Nasdaq National Market or otherwise and, if commenced, may be discontinued at any time.

        A prospectus in electronic format may be made available by one or more of the underwriters. The representatives may agree to allocate a number of shares of our common stock to underwriters for sale to their online brokerage account holders. The representatives will allocate shares of our common stock to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares of our common stock may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

91

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

        The distribution of the common stock in Canada is being made only on a private placement basis exempt from the requirement that we and the selling stockholders prepare and file a prospectus with the securities regulatory authorities in each province where trades of the common stock are made. Any resale of the common stock in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the common stock.

Representations of Purchasers

        By purchasing common stock in Canada and accepting a purchase confirmation a purchaser is representing to us, the selling stockholders and the dealer from whom the purchase confirmation is received that:

•

the purchaser is entitled under applicable provincial securities laws to purchase the common stock without the benefit of a prospectus qualified under those securities laws,



•

where required by law, that the purchaser is purchasing as principal and not as agent, and



•

the purchaser has reviewed the text above under Resale Restrictions.

Rights of Action—Ontario Purchasers Only

        Under Ontario securities legislation, a purchaser who purchases a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of the common stock, for rescission against us and the Selling Stockholders in the event that this circular contains a misrepresentation. A purchaser will be deemed to have relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the common stock. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the common stock. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us or the Selling Stockholders. In no case will the amount recoverable in any action exceed the price at which the common stock were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we and the Selling Stockholders, will have no liability. In the case of an action for damages, we and the Selling Stockholders, will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the common stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

Enforcement of Legal Rights

        All of our directors and officers as well as the experts named herein and the Selling Stockholders may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

Taxation and Eligibility for Investment

        Canadian purchasers of common stock should consult their own legal and tax advisors with respect to the tax consequences of an investment in the common stock in their particular circumstances and about the eligibility of the common stock for investment by the purchaser under relevant Canadian legislation.

92

LEGAL MATTERS

        Selected legal matters with respect to this offering and the validity of the common stock offered by this prospectus will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, Los Angeles, California. Selected legal matters in connection with this offering will be passed upon for the underwriters by Simpson Thacher & Bartlett LLP, Palo Alto, California.

EXPERTS

        The financial statements of Fastclick, Inc. at December 31, 2003 and 2004, and for each of the three years in the period ended December 31, 2004, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 with respect to the common stock offered by this prospectus. This prospectus does not contain all of the information contained in the registration statement and the exhibits to the registration statement. Please refer to the registration statement and exhibits for further information with respect to the common stock offered by this prospectus. Statements contained in this prospectus regarding the contents of any contract or other document are only summaries. With respect to any contract or document filed as an exhibit to the registration statement, you should refer to the exhibit for a copy of the contract or document, and each statement in this prospectus regarding that contract or document is qualified by reference to the exhibit. A copy of the registration statement and its exhibits and schedules may be inspected without charge at the SEC's public reference room, located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC's website at www.sec.gov.

        Upon completion of this offering, we will be subject to the information reporting requirements of the Exchange Act, and we intend to file reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC's public reference room and the website of the SEC referred to above.

93

Fastclick, Inc.

INDEX TO FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2003 and 2004	F-3
Statements of Income for the Years Ended December 31, 2002, 2003 and 2004	F-4
Statements of Stockholders' Equity (Deficit) for the Years Ended December 31, 2002, 2003 and 2004	F-5
Statements of Cash Flows for the Years Ended December 31, 2002, 2003 and 2004	F-6
Notes to Financial Statements	F-7

F-1

REPORT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
of Fastclick, Inc.

        We have audited the accompanying balance sheets of Fastclick, Inc. as of December 31, 2003 and 2004, and the related statements of income, stockholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fastclick, Inc., at December 31, 2003 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

ERNST & YOUNG LLP

Los Angeles, California
January 28, 2005, except as to Note 15
as to which date is March 11, 2005

        The foregoing report is in the form that will be signed upon completion of the restatement of capital accounts described in Note 15 to the financial statements.

/s/ ERNST & YOUNG LLP

Los Angeles, California
March 14, 2005

F-2

FASTCLICK, INC.

BALANCE SHEETS

		As of December 31,			As of December 31, 2004
		2003			Actual			Pro Forma
		($ in thousands, except share data)
								(unaudited) (Note 1)
ASSETS
Current assets:
	Cash and cash equivalents	$	1,657		$	12,397
	Short-term investments		—			7,954
	Accounts receivable, net of allowance of $70 (2003) and $591 (2004)		4,413			9,003
	Prepaid expenses and other current assets		213			232
Total current assets			6,283			29,586
Property and equipment, net			793			2,078
Other assets			778			2,219
Total assets		$	7,854		$	33,883
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Accounts payable	$	1,027		$	5,695
	Deferred revenue		491			738
	Accrued payroll		300			2,048
	Accrued other liabilities		174			410
	Income taxes payable		—			77
	Current portion of loans payable		111			46
	Deferred income taxes		49			500
Total current liabilities			2,152			9,514
Long-term portion of loans payable, net of current portion			45			75
Deferred tax liabilities			—			806
Total long-term liabilities			45			881
	Total liabilities		2,197			10,395
Commitments and contingencies
Redeemable convertible preferred stock, no par value per share; 0 shares authorized at December 31, 2003 and 2,131,285 authorized at December 31, 2004; 0 issued and outstanding as of December 31, 2003 and 2,131,285 issued and outstanding at December 31, 2004 (liquidation preference of $75,000)			—			73,416		$	—
Stockholders' equity (deficit):
	Preferred stock, no par value per share; 4,000,000 shares authorized at December 31, 2003 and 0 at December 31, 2004; 0 outstanding at December 31, 2003 and 2004		—			—			—
	Common stock, $0 par value; 18,750,000 shares authorized; 10,175,625 shares issued and 10,675,625 shares outstanding as of December 31, 2003, and 11,991,315 shares issued and 3,076,595 shares outstanding as of December 31, 2004		457			8,395			81,811
	Deferred compensation		—			(7,249	)		(7,249	)
	Less: Treasury stock		(30	)		(54,386	)		(54,386	)
	Retained earnings		5,230			3,312			3,312
Total stockholders' equity (deficit)			5,657			(49,928	)	$	23,488
Total liabilities and stockholders' equity (deficit)		$	7,854		$	33,883

See accompanying notes.

F-3

FASTCLICK, INC.

STATEMENTS OF INCOME

		Year Ended December 31,
		2002		2003			2004
		(in thousands, except share data)
Revenue		$	17,664	$	28,663		$	58,015
Cost of revenue			11,766		19,246			38,055
Gross profit			5,898		9,417			19,960
Operating costs:
	Sales and marketing		995		2,160			6,810
	Technology		345		402			2,287
	General and administrative		422		1,045			2,787
	Stock-based compensation(a)		—		—			644
Total operating costs			1,762		3,607			12,528
Operating income			4,136		5,810			7,432
Interest and dividend income			19		19			124
Interest expense			—		(5	)		(8	)
Loss on sale/disposal of equipment			—		(12	)		(2	)
Income before income taxes			4,155		5,812			7,546
Provision for income taxes			97		55			2,412
Net income		$	4,058	$	5,757		$	5,134
Basic earnings per share		$	0.42	$	0.55		$	0.58
Fully diluted earnings per share		$	0.39	$	0.54		$	0.44
Unaudited pro forma statement of income data (see Note 1 and Note 4):
Income before income taxes		$	4,155	$	5,812		$	7,546
Pro forma provision for income taxes			1,581		2,167			2,786
Pro forma net income		$	2,574	$	3,645		$	4,760
Pro forma basic earnings per share		$	0.26	$	0.35		$	0.54
Pro forma fully diluted earnings per share		$	0.25	$	0.34		$	0.41

(a)

Stock-based compensation charges are excluded from the following operating expense categories:

Cost of revenue	$	11
Sales and marketing		305
Technology		130
General and administrative		198
	$	644

See accompanying notes.

F-4

FASTCLICK, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

		Preferred Stock			Common Stock
									Deferred Stock Based Compensation			Treasury Stock			Retained Earnings			Total Stockholders' Equity (Deficit)
		Shares	Amount		Shares		Amount
		(in thousands)
Balance at December 31, 2001		—	$	—	9,000		$	401	$	—		$	—		$	406		$	807
	Sale of common stock	—		—	600			—		—			—			—			—
	Exercises of stock options	—		—	876			20		—			—			—			20
	Treasury stock	—		—	(300	)		—		—			(30	)		—			(30	)
	Distributions to stockholders	—		—	—			—		—			—			(607	)		(607	)
	Net income	—		—	—			—		—			—			4,058			4,058
Balance at December 31, 2002		—		—	10,176			421		—			(30	)		3,857			4,248
	Exercises of stock options	—		—	500			36		—			—			—			36
	Distributions to stockholders	—		—	—			—		—			—			(4,384	)		(4,384	)
	Net income	—		—	—			—		—			—			5,757			5,757
Balance at December 31, 2003		—		—	10,676			457		—			(30	)		5,230			5,657
	Exercises of stock options	—		—	216			45		—			—			—			45
	Distributions to stockholders	—		—	—			—		—			—			(7,052	)		(7,052	)
	Treasury stock repurchased	—		—	(7,815	)		—		—			(54,356	)		—			(54,356	)
	Deferred stock-based compensation related to issuance of stock options to employees	—		—	—			7,893		(7,893	)		—			—			—
	Amortization of stock-based compensation	—		—	—			—		644			—			—			644
	Net income	—		—	—			—		—			—			5,134			5,134
Balance at December 31, 2004		—	$	—	3,077		$	8,395	$	(7,249	)	$	(54,386	)	$	3,312		$	(49,928	)

See accompanying notes.

F-5

FASTCLICK, INC.

STATEMENTS OF CASH FLOWS

			Year Ended December 31,
			2002			2003			2004
			(in thousands)
Cash flow from operating activities:
Net income			$	4,058		$	5,757		$	5,134
Adjustments to reconcile net income to net cash provided by operating activities:
	Amortization of deferred compensation			—			—			644
	Deferred income taxes			(177	)		18			1,257
	Depreciation and amortization			113			192			475
	Loss on sale/disposal of equipment			—			27			2
	Changes in operating assets and liabilities:
		Accounts receivable		(1,222	)		(1,845	)		(4,590	)
		Prepaid expenses and other assets		(914	)		709			(19	)
		Other assets		(24	)		10			(8	)
		Accounts payable		878			(311	)		4,668
		Deferred revenue		58			335			247
		Accrued payroll		100			102			1,748
		Income taxes payable		25			(25	)		77
		Accrued other liabilities		51			97			236
Net cash provided by operating activities				2,946			5,066			9,871
Cash flow from investing activities:
Purchase of property and equipment				(145	)		(717	)		(1,596	)
Purchase of domain names				(129	)		(5	)		(87	)
Purchase of short-term investments				—			—			(7,954	)
Website development costs				—			(28	)		—
Software development costs				(120	)		(489	)		(716	)
Net cash used in investing activities				(394	)		(1,239	)		(10,353	)
Cash flow from financing activities:
Net borrowings under loans payable				—			155			(35	)
Proceeds from sale of common stock				20			36			45
Net proceeds from the sale of preferred stock				—			—			73,416
Payments to repurchase common stock				(30	)		—			(54,356	)
Financing costs				—			—			(796	)
Distributions to S corporation stockholders				(608	)		(4,384	)		(7,052	)
Net cash (used in) provided by financing activities				(618	)		(4,193	)		11,222
(Decrease) increase in cash and cash equivalents				1,934			(366	)		10,740
Cash and cash equivalents, beginning of year				89			2,023			1,657
Cash and cash equivalents, end of year			$	2,023		$	1,657		$	12,397

Supplemental disclosures to the statements of cash flows were as follows:

		Year Ended December 31,
		2002		2003		2004
Cash paid for interest		$	—	$	5	$	9
Cash paid for income taxes			252		75		1,055
Supplemental disclosure of cash flow information:
	Equity based deferred compensation	$	—	$	—	$	7,249

See accompanying notes.

F-6

FASTCLICK, INC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2004

1. The Company and Summary of Significant Accounting Policies

The Company—Fastclick, Inc. (Fastclick or the Company) is a provider of Internet advertising technologies and services. Advertisers pay the Company to place their Internet ads on third-party websites in its network and the Company shares the revenue it receives from placing those ads with the website owners, or publishers, that provided the ad space. The Company's technologies and services, including its proprietary Optimization Engine, Internet ad placement bidding system and reporting and campaign management tools are designed to improve the effectiveness of Internet ad campaigns, provide advertisers with an increased return on their advertising expenditures and enhance the value of Internet ad space available on its network of third-party websites.

        Fastclick was incorporated on March 31, 2000, under the laws of California and plans to reincorporate under the laws of Delaware prior to the effective date of the registration statement (see Note 14). The Company's headquarters are located in Santa Barbara, California.

        Pro Forma Balance Sheet—The unaudited pro forma balance sheet as of December 31, 2004 reflects the conversion of all outstanding shares of the Company's redeemable convertible Series A Preferred Stock into 10,656,425 shares of common stock prior to completion of the Company's initial public offering. (See Note 14)

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents—Cash and cash equivalents include cash on hand, in banks, and short-term investments with original maturities of three months or less on the date of purchase.

Short-term Investments—The Company considers its marketable securities available-for-sale as defined in SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities." Realized gains and losses and declines in value considered to be other than temporary are included in income. The cost of securities sold is based on the specific identification method. For short-term marketable securities, there were no material realized or unrealized gains or losses, nor any material differences between estimated fair values, based on quoted market prices, and the costs of securities in the investment portfolio as of December 31, 2004. The Company's short-term marketable securities consist primarily of Euro dollar commercial paper.

Fair Value of Financial Instruments—The carrying value of financial instruments, which includes cash and cash equivalents, accounts receivable, accounts payable and borrowings approximates fair values at December 31, 2003 and 2004, due to their short-term maturities and the relatively stable interest rate environment.

Prepaid Expenses—Prepaid expenses consist primarily of prepayments to website publishers and amounts paid for operating expenses, such as rent, insurance, and trade show fees, that will be recognized in the following period.

Property and Equipment, Net—Property and equipment are stated at cost, net of accumulated depreciation. Maintenance and repairs are charged to expense as incurred. Expenditures for additions

F-7

and major improvements are capitalized. Depreciation is provided using the straight-line method. Depreciation expense was $87,022, $140,187 and $309,279 for 2002, 2003 and 2004, respectively.

Software Development Costs for Internal Use—According to SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," (SOP 98-1) software development costs incurred during the application development stage including (1) external direct costs of materials and services consumed in developing or obtaining the software, (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the project, and (3) interest costs incurred, when material, while developing the software are capitalized.

        Costs incurred in the preliminary project and post-implementation stages of an internal use software project are expensed as incurred.

        The Company capitalized software development costs for internal use amounting to $488,786 during 2003 and $716,149 during 2004.

        Software development costs for internal use are being amortized using the straight-line method over four years. Amortization of software development costs was $24,082, $49,150 and $161,164 for 2002, 2003 and 2004, respectively. Management expects all costs to be recovered during the amortization periods. Management routinely assesses whether recovery periods should be reduced based on changes in market and other external factors.

Website Development Costs—Under EITF 00-2, "Accounting for Website Development Costs," the Company accounts for its website development costs by applying SOP 98-1. During 2003, $27,800 was capitalized. Of that amount, $19,000 was for the enhancement of the "fastclick.com" website. Website development costs are being amortized using the straight-line method over four years. Amortization of website development costs was $1,009, $2,197 and $5,338 for 2002, 2003 and 2004, respectively.

Domain Names—The Company has capitalized costs paid to acquire certain domain names, and management believes that the purchased domain names will have an infinite life and, therefore, does not amortize the cost of acquiring these domain names.

Impairment of Long-Lived Assets—The Company evaluates impairment of long-lived assets, which includes property and equipment and identifiable intangible assets whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. Events and circumstances that may indicate that an asset is impaired may include significant decreases in the market value of an asset or common stock, a significant decline in actual or projected revenue, a change in the extent or manner in which an asset is used, shifts in technology, loss of key management or personnel, changes in the Company's operating model or strategy, and competitive forces as well as other factors. To date, the Company has identified no such impairment losses.

Revenue Recognition—The Company recognizes revenue in accordance with accounting principles generally accepted in the United States and with Securities and Exchange Commission Staff Accounting Bulletin No. 104, "Revenue Recognition." Recognition occurs when there is persuasive evidence of an arrangement, delivery has occurred (as indicated below), the fees are fixed and determinable, and collection is reasonably assured.

F-8

        The Company offers its advertisers multiple pricing options, including (1) cost-per-action, where the advertiser pays Fastclick a fee based on the number of specified Internet user responses, such as registrations, requests for information or sales that its advertisements produce; (2) cost-per-click, where the advertiser pays Fastclick a fee based on the number of clicks its advertisements generate; and (3) cost-per-thousand impressions, where the advertiser pays Fastclick a fee based on the number of times its advertisements are displayed, referred to as impressions. Under the cost-per-click and cost-per-action pricing models, Fastclick's revenue is recognized when an Internet user performs a specific action, such as clicking on an advertiser's banner. Under the cost-per-thousand impressions pricing model, Fastclick recognizes revenue based on the number of advertisements delivered.

        The Company provides some advertisers services under cost-per-click, cost-per-action and cost-per-thousand impressions pricing models simultaneously. Management believes that services under each model represent separate units of accounting pursuant to EITF 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables" (EITF 00-21). EITF 00-21 addresses certain aspects of accounting by a vendor of arrangements under which it will perform multiple revenue generating activities, specifically, how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting. These separate services are provided simultaneously to the advertisers and are recognized as revenue in the periods delivered (as indicated above).

        Deferred revenue is recorded when payments are received in advance of the Company providing advertising services.

Cost of Revenue—Cost of revenue consists primarily of amounts the Company incurs and pays to website publishers for their share of revenue the Company derives from their advertising space and, to a lesser extent, the cost of maintaining the computer systems infrastructure which supports the Company's proprietary technologies, salaries and benefits of network operations personnel, bandwidth and communications costs, depreciation of network infrastructure equipment and the cost of database maintenance and support.

Sales and Marketing—The Company's sales and marketing expenses relate primarily to the compensation and associated costs for sales and marketing personnel, marketing and advertising, public relations and other promotional activities, general business development activities, website acquisition and product development expenses.

        Advertising costs included in sales and marketing expenses were $996, $50,545 and $151,645 for 2002, 2003 and 2004, respectively.

Technology—Technology costs include expenses for the research and development of new technologies designed to enhance the Company's Internet advertising technologies and services and costs associated with the maintenance and administrative support of the Company's technology team, including the salaries and related expenses for the Company's research and development, as well as costs for contracted services and supplies. Also included in technology is the amortization of capitalized software development costs. Costs incurred for research and development are expensed as incurred.

General and Administrative—The Company's general and administrative expenses relate primarily to the compensation and associated costs for general and administrative personnel, professional fees and facility costs.

F-9

Sales and Concentration of Credit Risk—Fastclick extends credit to its advertisers based on an ongoing evaluation of their financial condition. The Company generally does not require collateral or other security to support accounts receivable. To date, credit losses have not been significant and are within management's expectations.

        The Company encounters a certain amount of risk as a result of a concentration of revenue from a few significant advertisers, and website advertising space provided by a few significant website publishers.

        The Company's top 10 advertisers accounted for 49.7%, 47.6% and 45.8% of revenue in 2002, 2003 and 2004, respectively. One advertiser accounted for 11.2% of revenue for 2003. No advertiser accounted for more than 10% of revenue for 2002 or 2004.

        Expenses for the Company's top 10 website publishers accounted for 44.3%, 22.6% and 21.6% of publisher expenses for 2002, 2003 and 2004, respectively. No publisher of websites accounted for more than 10% of publisher expenses for 2003 and 2004. One publisher of websites accounted for 25.9% of publisher expenses in 2002.

Stock-Based Compensation—The Company grants stock options for a fixed number of shares to employees with an exercise price equal to the fair value of shares at the date of grant. As permitted by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123), the Company accounts for stock option grants to employees using the intrinsic-value method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB No. 25).

        In conjunction with the Company's recapitalization transaction discussed in Note 9, the Company reviewed its historical exercise prices through December 31, 2004 and, as a result, revised the estimate of fair value for all stock options granted subsequent to January 1, 2004. With respect to these options granted, the Company had a deferred stock compensation balance of $7,249,090 at December 31, 2004, for the difference between the original exercise price per share determined by the Board of Directors and the revised estimate of fair value per share at the respective grant dates. The Company expects to record significant additional deferred compensation and compensation expense from January 1, 2005 through the initial public offering date. Deferred stock compensation is recognized and amortized on a straight-line basis over the vesting period of the related options, generally four years. The Company recorded no deferred compensation or compensation expense in 2002 and 2003 under APB No. 25 as all grants of options were at fair market value. Compensation expense under APB No. 25 related to stock options granted to the Company's employees was $644,395 for the year ended December 31, 2004.

        In accordance with SFAS 123, the Company provides the pro forma disclosures in Note 11 of the effect on net income if SFAS 123 had been applied in measuring compensation expense for all periods presented.

Income Taxes—From inception to December 31, 2001, the Company operated as a C corporation. Effective January 1, 2002, the Company elected to be taxed as a subchapter S corporation for federal and state income tax purposes. Income, deductions, gains, losses, tax credits and other tax attributes of the Company passed through and were taxed directly to the stockholders for all of 2002 and 2003 and

F-10

the period from January 1, 2004 through September 27, 2004. On September 28, 2004, Fastclick completed a private placement of preferred shares, which resulted in the revocation of its subchapter S corporation status. The Company now operates as a C corporation and is subject to tax in the United States. Consequently, no federal income tax provision is recorded in the accompanying financial statements for the years ended December 31, 2002, 2003 and for the period January 1, 2004 through September 27, 2004. Under state laws, certain taxes (net of available tax credits) are imposed upon subchapter S corporations and are provided for in the accompanying financial statements. As a subchapter S corporation, the Company's policy was to disburse the necessary amount of funds to satisfy the stockholders' estimate of income tax liabilities based upon the Company's taxable income. The pro forma income tax provision on the face of the statements of operations reflects the pro forma effects as if the Company had been established as a C corporation for all periods presented. (See Note 4)

        As a result of changing from a subchapter S corporation to a C corporation, the Company has recorded a tax provision amounting to $2.0 million for federal taxes and $0.4 million for California state taxes. The Company will be taxed at statutory corporate rates going forward. Deferred tax assets and liabilities will be recognized for the tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities will be measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A deferred tax asset valuation allowance will be recorded if it is more likely than not that all or a portion of the recorded deferred tax assets will not be realized.

        Earnings per share—Basic earnings per share is calculated using the weighted average common shares outstanding for the period, and excludes dilutive securities. Diluted earnings per share reflects the dilution to earnings that would occur if employee stock options and other dilutive securities resulted in the issuance of common stock. The weighted average number of shares used for basic and diluted earnings per share were as follows:

			Year Ended December 31,
			2002		2003		2004
			(in thousands, except per share amounts)
Numerator:
	Net income		$	4,058	$	5,757	$	5,134
Denominator:
	Weighted average common shares outstanding—basic			9,753		10,520		8,826
	Effect of dilutive securities:
		Employee stock options		666		226		—
		Redeemable convertible preferred stock		—		—		2,766
	Weighted average common shares outstanding			10,419		10,746		11,592
Basic earnings per share			$	0.42	$	0.55	$	0.58
Diluted earnings per share			$	0.39	$	0.54	$	0.44

F-11

Recent Accounting Pronouncements—On December 16, 2004, the Financial Accounting Standards Board (FASB) issued its final standard on accounting for Share-Based Payment in FASB Standard 123R, which requires all companies to measure compensation cost for all share-based payments (including stock options) at fair value, would be effective for public companies for interim or annual periods beginning after June 15, 2005. The Company will adopt the standard in the quarter ending September 30, 2005 or earlier and could adopt the new standard in one of two ways—the modified prospective transition method or the modified retrospective transition method.

        The Company has not concluded how it will adopt this new standard. This standard will have a significant impact on the Company's consolidated statement of operations as the Company will be required to expense the fair value of its stock options rather than disclosing the pro forma impact on its consolidated result of operations within its footnotes in accordance with the disclosure provisions of SFAS 123. This will result in lower reported earnings per share, which could negatively impact the Company's future stock price. In addition, this could impact the Company's ability to utilize broad based employee stock plans to reward employees and could result in a competitive disadvantage to us in the employee marketplace.

2. Property and Equipment

        Property and equipment, net consisted of the following:

		As of December 31,
	Useful Life	2003			2004
	(in thousands)
Computer equipment and purchased software	3 years	$	529		$	1,960
Furniture and equipment	7 years		126			281
Leasehold improvements	20 years		384			390
			1,039			2,631
Less accumulated depreciation			(246	)		(553	)
		$	793		$	2,078

F-12

3. Loans Payable

        Loans payable consist of the following:

		As of December 31,
		2003		2004
		(in thousands)
Current portion of loans payable:
	Bank of the West loan	$	83	$	17
	Caterpillar loan		28		29
Total current loans payable		$	111	$	46
Long-term portion of loans payable:
	Bank of the West	$	—	$	60
	Caterpillar loan		45		15
Total long-term portion		$	45	$	75

        The Company obtained a loan from Caterpillar Financial Services (Caterpillar) to finance the purchase of a generator for emergency electricity supply. Caterpillar holds a security interest in this equipment and has recorded a UCC filing in California. The loan bears annual interest at 6.75%, and the Company began repaying the loan in July 2003 in 36 equal monthly installments of $2,660.

        The Company signed a promissory note with Bank of the West and obtained a short-term credit line of $350,000 in 2003. This is an unsecured loan, and bears a variable interest rate of 1.5% over prime. The interest rate was 5.25% and 6.5% at December 31, 2003 and 2004, respectively. During September 2004, this loan was converted to a term loan due in installments through May 2009. In January 2005 the Company paid the entire balance in full (unaudited).

4. Income Taxes

        From inception to December 31, 2001, the Company operated as a C corporation. Effective January 1, 2002, the Company elected to be taxed as a subchapter S corporation for federal and state income tax purposes. As a result, the Company was subject to federal and California built-in gains taxes in 2002. The unpaid amount of built-in gains tax as of December 31, 2002, was included in the current income tax liability at December 31, 2002. In addition to the built-in gains tax, the Company was also subject to a 1.5% California S corporation income tax.

        Because of the subchapter S corporation election, the income, deductions, gains, losses, tax credits, and other tax attributes of the corporation pass through and were taxed directly to the stockholders for 2002 and 2003 and for the period from January 1, 2004 through September 27, 2004.

        Effective September 27, 2004, the Company revoked its subchapter S corporation status for federal and state income tax purposes. Beginning September 28, 2004, the Company was taxed as a C corporation.

F-13

        The components of the income tax expense were as follows:

		Year Ended December 31,
		2002			2003		2004
		(in thousands)
Current:
	Federal	$	221		$	—	$	854
	California		53			37		301
Total current portion			274			37		1,155
Deferred:
	Federal		(179	)		—		1,163
	California		2			18		94
Total deferred portion			(177	)		18		1,257
Total income tax provision		$	97		$	55	$	2,412

        The Company's effective tax rate of 32.0% for 2004 differs from the statutory federal income tax rate of 34% due to state tax provision, net of federal tax effect, of 6% and stock-based compensation of 3%, offset by tax benefits of subchapter S corporation of 10%.

        Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for state income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

		As of December 31,
		2003			2004
		(in thousands)
Deferred tax assets (liabilities):
	Accounts receivable	$	(65	)	$	—
	Prepaid expenses		(3	)		—
	Difference in book versus tax basis accumulated depreciation		(1	)		(340	)
	Internally developed software capitalized for book and expensed for tax, net of amortization		(9	)		(466	)
	Accounts payable		16			—
	Payroll liabilities		3			—
	IRC Section 481(a) adjustment		—			(796	)
	Deferred revenue		7			—
	Allowance for doubtful accounts		—			235
	Other		3			61
Total deferred tax assets (liabilities)		$	(49	)	$	(1,306	)

F-14

        Deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A deferred tax asset valuation allowance will be recorded if it is more likely than not that all or a portion of the recorded deferred tax assets will not be realized.

        For informational purposes, the statements of income include a pro forma adjustment for income taxes that would have been recorded if the Company had been a C corporation from inception, calculated in accordance with FAS No. 109, "Accounting for Income Taxes."

        On a pro forma basis, the Company's effective tax rate differs from the statutory federal income tax rate of 34% as per the following table:

	Year Ended December 31,
	2002		2003		2004
Provision on earnings at federal statutory tax rate	34	%	34	%	34	%
State tax provision, net of federal tax effect	6	%	6	%	7	%
Tax credits and other	(2	)%	(3	)%	(4	)%
Total provision for income taxes	38	%	37	%	37	%

        The components of the income tax provision, on a pro-forma basis, for the periods presented are as follows:

		Year Ended December 31,
		2002		2003		2004
		(in thousands)
Current:
	Federal	$	1,214	$	1,514	$	2,284
	State and local		310		396		588
Total current provision			1,524		1,910		2,872
Deferred:
	Federal		48		235		(43	)
	State and local		9		22		(43	)
Total deferred provision			57		257		(86	)
Total income tax provision		$	1,581	$	2,167	$	2,786

F-15

5. Allowance of Doubtful Accounts

        The following schedule reflects the changes in the allowance for doubtful accounts (in thousands):

Balance, December 31, 2001	$	—
Provision expense		—
Charge to allowance		—
December 31, 2002	$	—
Provision expense		70
Charge to allowance		—
December 31, 2003	$	70
Provision expense		611
Charge to allowance		(90	)
December 31, 2004	$	591

        The Company extends credit to its advertisers based on evaluation of credit references, financial condition and payment history. The Company generally does not require collateral or other security to support accounts receivable. The allowance for doubtful accounts for estimated losses results from management's judgment based on historical experience and specific customer collection issues that have been identified.

6. Related Party Transactions

        On April 15, 2000, the Company entered into a licensing agreement with I-Serve Promotions, a sole proprietorship wholly owned by one of its founders, Jeff Pryor. Under the agreement, the Company utilized the "fastclick.com" Internet domain name (which was owned by the founder) and was obligated to pay certain royalty fees to the founder. Accordingly, the Company accrued royalties fees totaling $19,955, $21,940 and $0 for the years ended December 31, 2002, 2003 and 2004, respectively. On May 6, 2004, the Company entered into an assignment agreement with Mr. Pryor, acquired the Internet domain name "Fastclick.com" and paid off the previous accrued royalties for a total of $125,000, the total cost of the domain name "fastclick.com."

        Mr. Pryor operates websites that offer advertising space on the Company's network. Our payments to Mr. Pryor totaled $28,024, $16,244 and $22,297 for the years ended December 31, 2002, 2003 and 2004, respectively and are included in cost of revenue.

7. Commitments and Contingencies

        On January 1, 2003, the Company began leasing office space in downtown Santa Barbara, California, for administration, research, and operations. The lease term is for 40 months, through April 2006, with a renewal option at the Company's discretion. On June 1, 2004, the Company entered into a sublease for a second office location in Santa Barbara, California with a lease term of 23 months through April 2006. Rent expense under the Company's building operating leases was $48,498, $257,641 and $369,463 for 2002, 2003 and 2004, respectively. The Company does not have any capital leases.

        The Company has existing legal claims against it and may encounter future legal claims in the normal course of business. In the opinion of the Company, the resolution of the existing legal claims

F-16

are not expected to have a material impact on the Company's financial position or results of operations. The Company believes an accrual is not necessary in connection with the above litigation.

8. Redeemable Convertible Series A Preferred Stock

        On September 28, 2004, the Company issued 2,131,285 shares of Series A Preferred Stock at a price of $35.19 per share resulting in net proceeds of $73.4 million. Issuance costs amounted to approximately $1.6 million.

        The Series A Preferred Stock has the rights, preferences and privileges set forth below.

        Voting

        Each holder of the Preferred Stock shall be entitled to the number of votes equal to the number of shares of common stock issuable upon conversion of such shares of Preferred Stock and shall have voting rights and powers equal to the voting rights and powers of the common stock. Each holder of common stock shall be entitled to one vote for each share of common stock held.

        The Company will have a Board consisting of seven directors. The Preferred Stockholders will be entitled to elect three directors. The Preferred Stockholders and Common Stockholders voting together as a single class on an as-converted to common stock basis, will be entitled to elect four directors.

        Conversion

        Each share of Series A Preferred Stock will be convertible, at the option of the holder, into the number of shares of common stock determined by dividing $35.19 (the "Original Series A Issue Price") by the conversion price (the "Conversion Price"). The initial Conversion Price will be the Original Series A Issue Price and initially each share of Series A Preferred Stock will convert into one share of common stock. The Conversion Price is adjustable based on stock splits, combinations and weighted average anti-dilution protection in the event the Company issues any securities at a price deemed to be less than $35.19 per share. The Series A Preferred Stock will automatically convert into common stock at the Conversion Price if i) there is an initial public offering of the common stock at $14.08 per share and resulting in gross proceeds to the Company of at least $50,000,000, or ii) the holders of at least two-thirds of the Series A Preferred Stock consent to a conversion.

        Dividends

        The holders of shares of Series A Preferred Stock will be entitled to receive dividends prior and in preference to any dividend on the common stock, at the annual rate of 8% of the purchase price per annum, payable when, as and if declared by the Board. The dividends will not be cumulative.

        Liquidation

        If there is a liquidation, dissolution or winding up of the Company, the Series A Preferred Stock holders will be entitled to receive, prior and in preference to any distribution to the holders of common stock, an amount equal to $35.19 per share. Any remaining assets will be distributed to the Preferred Stock holders and common stock holders on a pro rata basis (assuming conversion of the Series A

F-17

Preferred Stock) until the Series A Preferred Stock holders have received (i) $70.38 per share if the liquidation, dissolution or winding up of the Company occurs on or prior to September 30, 2006, or (ii) $87.975 per share if the liquidation, dissolution or winding up of the Company occurs after September 30, 2006, in each case including the initial payment to the Preferred Stock holders. The common stock holders will receive all remaining assets on a pro rata basis.

        Redemption

        The Series A Preferred Stock holders may require the Company to redeem their shares of Series A Preferred Stock at anytime after September 30, 2009 by written request of the holders of at least two-thirds of the Series A Preferred Stock. The redemption price will be $35.19 per share and will be payable in three (3) equal annual installments.

        Protective Provisions

        If at least 410,443 of the originally issued shares of Series A Preferred Stock are outstanding, the Company must obtain the approval of the holders of at least two-thirds of the Series A Preferred Stock before the Company may 1) consent to (i) any liquidation, dissolution or winding up of the Company, (ii) any issuance, sale or other disposition of a majority by voting power of the voting shares of the Company, or (iii) any merger or consolidation with or into, or permit any subsidiary to merge or consolidate with or into, any other corporation, corporations, entity or entities (except as provided in the Amended and Restated Articles), 2) sell, abandon, transfer, lease, license, mortgage, hypothecate or otherwise encumber or otherwise dispose of all or substantially all of the Company's properties or assets 3) alter or change the rights, preferences or privileges of the Series A Preferred Stock so as to affect adversely the Series A Preferred Stock, 4) increase the total number of authorized shares of Series A Preferred Stock, 5) authorize or issue, or obligate itself to issue, any equity security, other than the common stock authorized and issued as of the date of the Amended and Restated Articles, having rights, preferences or privileges senior to or over, or being on a parity with, the Series A Preferred Stock, 6) redeem, repurchase or otherwise acquire shares of Preferred Stock or common stock, except as provided in the Amended and Restated Articles, 6) amend, alter or repeal the Amended and Restated Articles or Bylaws, except as otherwise provided, 7) increase or decrease the size of the Board, 8) increase the number of shares reserved for issuance to employees, directors, consultants or advisors performing services for the Company or any subsidiary pursuant to a stock option plan, restricted stock plan or other arrangement, or 9) change the principal business of the Company or exit the Company's current line of business.

9. Stockholders' Equity

        Preferred Stock

        As of December 31, 2003, the Company was authorized to issue 800,000 shares of preferred stock, none of which were outstanding. As of December 31, 2004, the Company was authorized to issue 2,131,285 shares of Series A Preferred Stock of which 2,131,285 were outstanding.

        On December 31, 2001 400,000 shares of preferred stock were converted to 2,000,000 shares of common stock.

F-18

        Common Stock

        As of December 31, 2004, the Company was authorized to issue 18,750,000 shares of common stock. As of December 31, 2004, 935,745 shares of common stock were reserved for issuance, 11,991,315 shares were issued and 3,076,595 shares were outstanding.

        In connection with the issuance of Series A Preferred Stock on September 28, 2004, the Company simultaneously repurchased common stock from the Company's founders, stockholders and employees based on the same $35.19 per share price as the Series A Preferred Stock. As a result, the new preferred stockholders acquired approximately 78% of the Company. The Company structured and treated this transaction as a recapitalization, for accounting purposes given that existing common stockholders maintained approximately 22% of the Company, the transaction did not include leverage, and a new company was not utilized to effect the transaction.

10. Stock Options

        2000 Stock Plan

        On July 20, 2000, the Company adopted the 2000 Equity Participation Plan (the 2000 Stock Plan). The 2000 Stock Plan permits the issuance of both qualified stock options herein referred to as incentive stock options (ISO), and nonqualified stock options. The ISOs may only be awarded to employees, while the nonqualified stock options may be awarded to directors, officers, employees, and consultants. Options granted under the 2000 Stock Plan are subject to vesting and certain forfeiture provisions related to non-competition with the Company. The outstanding options, which expire ten years from date of grant, have exercise prices that range between $0.20 to $2.55 per share. The exercise price of ISOs may not be less than the fair market value of the shares on the date of grant, while nonqualified options may be granted at an exercise price not less than 85% of the fair market value of the stock on the date of grant. No nonqualified options have been granted under the 2000 Stock Plan.

        The Company reserved 4,000,000 shares of common stock for grants of ISOs and nonqualified stock options under the 2000 Stock Plan. On September 8, 2004, the Board determined to cease granting shares under the 2000 Stock Plan. As of December 31, 2004 the Company had 838,185 shares of common stock reserved for issuance, and zero shares of common stock remained available for grant.

F-19

        A summary of the Company's 2000 Stock Plan is as follows:

		Shares		Weighted- Average Price per Share
Outstanding at December 31, 2001		1,172,500		$	0.02
	Granted	300,000			0.15
	Exercised	(875,625	)		0.02
Outstanding at December 31, 2002		596,875		$	0.08
	Granted	857,000			1.16
	Exercised	(500,000	)		0.07
Outstanding at December 31, 2003		953,875		$	1.06
	Granted	100,000			2.55
	Exercised	(215,690	)		0.21
Outstanding at December 31, 2004		838,185		$	1.45

        Information regarding stock options pursuant to the 2000 Stock Plan outstanding and exercisable as of December 31, 2004, is as follows:

Exercise Prices	Number of Options Outstanding	Weighted- Average Contractual Life in Years	Number of Options Exercisable
$0.20	58,125	8.20	15,000
$1.40	680,060	8.82	204,685
$2.55	100,000	9.21	12,500
Total	838,185	—	232,185

        2004 Stock Plan

        On September 8, 2004, the Company adopted the 2004 Stock Incentive Plan (the 2004 Stock Plan). The 2004 Stock Plan permits the issuance of both qualified stock options herein referred to as incentive stock options (ISO), and nonqualified stock options. The ISOs may only be awarded to employees, while the nonqualified options may be awarded to directors, officers, employees, and consultants. Options granted under the 2004 Stock Plan are subject to vesting and certain forfeiture provisions related to non-competition with the Company. The outstanding options expire ten years from date of grant. The exercise price of ISOs may not be less than the fair market value of the shares on the date of grant, while nonqualified options may be granted at an exercise price not less than 85% of the fair market value of the stock on the date of grant. No nonqualified options have been granted under the 2004 Stock Plan.

        The Company reserved 2,477,925 shares of common stock for grants of ISOs and nonqualified stock options under the 2004 Stock Plan. As of December 31, 2004 the Company had 1,542,180 shares

F-20

of common stock available for grant under the 2004 Stock Plan. No new options will be issued under the 2004 Stock Plan following the closing of the Company's initial public offering.

        A summary of the Company's 2004 Stock Plan is as follows:

		Shares	Weighted- Average Price per Share
Outstanding at December 31, 2003		—	$	—
	Granted	1,542,180	$	2.68
Outstanding at December 31, 2004		1,542,180	$	2.68

        Information regarding stock options pursuant to the 2004 Stock Plan outstanding and exercisable as of December 31, 2004, is as follows:

Exercise Prices	Number of Options Outstanding	Weighted- Average Contractual Life in Years	Number of Options Exercisable
$2.55	1,337,940	9.72	75,870
$3.50	204,240	9.92	—
Total	1,542,180	—	75,870

11. Stock Compensation

        The Company accounts for stock options using the intrinsic-value method under APB No. 25. Accordingly, no compensation expense has been recorded for the stock options granted since the exercise price was equal to the fair market value of the shares at the grant date. However, if the Company recognized employee stock option related compensation expense in accordance with SFAS

F-21

No. 123 and used the minimum-value method for determining the weighted average fair value of options granted, the pro forma net income would have been as follows:

	Year Ended December 31,
	2002			2003			2004
	(in thousands, except per share amounts)
Net income as reported	$	4,058		$	5,757		$	5,134
Less: Stock compensation as if the fair value method was used		(4	)		(13	)		(127	)
Pro forma income	$	4,054		$	5,744		$	5,007
Basic earnings per share as reported	$	0.42		$	0.55		$	0.58
Per share effect of stock compensation as if the fair value method was used		—			—			(0.01	)
Pro forma basic earnings per share	$	0.42		$	0.55		$	0.57
Fully diluted earnings per share as reported	$	0.39		$	0.54		$	0.44
Per share effect of stock compensation as if the fair value method was used		—			(0.01	)		(0.01	)
Pro forma diluted earnings per share	$	0.39		$	0.53		$	0.43

        The compensation portion of the Company's stock option grants was estimated at the date of the grant using the minimum-value option-pricing model with the following assumptions:

	2002		2003		2004
Risk-free interest rate	3.34	%	2.11	%	3.38	%
Expected option life (years)	5.00		5.00		5.00
Dividend yield	0.00	%	0.00	%	0.00	%

        For purposes of pro forma disclosures, the estimated fair value of the options is amortized ratably over the option's vesting period. The pro forma effect on net income for the years presented is not representative of the pro forma effect on net income in future years because compensation expense in future years could reflect the amortization of a greater or lesser number of stock options granted in succeeding years. Should the Company complete an initial public offering of its common stock, stock-based awards granted thereafter will be valued using the Black-Scholes option pricing model. In addition to the factors used to estimate the fair value of stock options issued using the minimum-value method, the Black-Scholes model considers the expected volatility of the Company's stock price, determined in accordance with SFAS 123, in arriving at an estimated fair value. The minimum-value method does not consider stock price volatility.

F-22

12. Ownership Equivalency Plan

        In 2003 the Company established an Ownership Equivalency Plan (OEP) to provide a means through which it was able to grant its directors, officers, employees, and consultants the right to realize similar economic benefits that would otherwise result from the ownership of equity securities of the Company. The Company reserved 400,000 ownership equivalent units with automatic quarterly vesting over two to four years. As of December 31, 2003, 60,600 equivalent units had been granted, of which 7,700 units were vested. From January 1, 2004 through September 28, 2004 an additional 23,200 ownership equivalent units were granted, 900 were cancelled and a total of 25,723 had vested by September 28, 2004. The units had strike prices ranging from $1 to $12.75, which equaled the deemed fair market value of the unit at the grant date.

        The Company treated the OEP under APB Opinion 25 as a fixed plan (as the number of shares and exercise price were known at the grant date) with a contingent appreciation right, which would only be triggered in the event of a liquidation of the Company, pro rata redemption of the Company's common stock or termination of the OEP. Upon termination, the Company has the right to repurchase the equivalent units from the holders at fair market value. On September 8, 2004, the Board approved the termination of the OEP on a pro rata basis, in connection with the recapitalization that occurred on September 28, 2004. As a result, all outstanding equivalent units were cancelled. The Company recorded a compensation charge in the amount of $952,000 which was based on the fair market value of the common stock at $35.19 per share (as evidenced by the recapitalization transaction), plus additional compensation to the equivalent units holders for forfeiting their rights under the OEP.

13. Retirement Plan

        The Company sponsors a 401(k) salary deferral plan (the 401(k)Plan) that qualifies under Section 401(k) of the Internal Revenue Code. The 401(k) plan became effective in January 2002. Under the 401(k) Plan, eligible employees may defer a percentage of their pre-tax salaries and wages up to specified limits. All full-time employees of the Company are eligible to participate in the 401(k) Plan. The 401(k) Plan does not invest 401(k) Plan assets in the stock of the Company. The Company can make discretionary contributions as a percentage of each participating employee's salary. Discretionary contributions made by the Company were as follows:

Year	Amount
2003	$	76,806
2002		22,288

        As of December 31, 2004, the Company intends on contributing 3% of eligible wages and has accrued $192,447.

14. Registration Statement

        On December 21, 2004, the Board of Directors authorized, and on December 22, 2004 the Company filed a registration statement with the Securities and Exchange Commission for the Company's initial public offering.

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15. Subsequent Event

        On March 11, 2005, in connection with the Company's planned initial public offering the Board of Directors approved the reincorporation of the Company as a Delaware corporation, with 100,000,000 authorized shares of $0.001 par value common stock and 10,000,000 authorized shares of $0.001 par value preferred stock, and the retirement of all of the Company's treasury stock. The Board of Directors also approved a five-for-one stock split of the Company's common stock, and accordingly, all share and per share values have been restated to reflect this split in the accompanying financial statements. In addition, the Board of Directors adopted the 2005 Equity Incentive Plan, and reserved 4,000,000 shares of common stock for future issuance thereunder.

F-24

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

        Other than the pro rata underwriting discounts and commissions to be paid by the selling stockholders, all costs and expenses incurred in connection with the sale and distribution of the common stock being registered for sale will be paid by the registrant. The following table sets forth the various expenses expected to be incurred by the registrant in connection with the sale and distribution of the securities being registered hereby, other than underwriting discounts and commissions. All amounts are estimated except the Securities and Exchange Commission registration fee, the National Association of Securities Dealers, Inc. filing fee and The Nasdaq National Market listing fee.

Securities and Exchange Commission registration fee	$	12,317
National Association of Securities Dealers, Inc. filing fee		10,965
Nasdaq National Market listing fee		100,000
Blue Sky fees and expenses		10,000
Accounting fees and expenses		500,000
Legal fees and expenses		650,000
Printing and engraving fees		300,000
Registrar and Transfer Agent's fees		12,000
Miscellaneous fees and expenses		53,735
Total	$	1,649,017

Item 14. Indemnification of Directors and Officers.

Delaware General Corporate Law

        The registrant plans to reincorporate in Delaware prior to the effective date of this registration statement. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. Section 145 provides further that a corporation may indemnify any such person against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of any action or suit by or in the right of the corporation, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in this paragraph, or in defense of any claim, issue

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or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

        In addition, Section 102(b)(7) of the Delaware General Corporation Law allows a corporation to eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except liability for the following:

•

any breach of their duty of loyalty to the corporation or its stockholders;



•

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;



•

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or



•

any transaction from which the director derived an improper personal benefit.

The registrant's certificate of incorporation contains provisions that limit the liability of its directors for monetary damages to the fullest extent permitted by Delaware law.

        The registrant's bylaws provide that the registrant shall indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding (other than an action by or in the right of the registrant) by reason of the fact that he or she is or was a director or officer of the registrant or is or was serving at the registrant's request as a director officer of another corporation, partnership, joint venture, trust or other enterprise. The registrant's bylaws provide that the registrant may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit or proceeding, by reason of the fact that he or she is or was an employee or agent of the registrant or is or was serving at the registrant's request as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The registrant's bylaws also provide that it may advance expenses incurred by or on behalf of a director, officer, employee or agent in advance of the final disposition of any action or proceeding.

Directors' and Officers' Liability Insurance

        Section 145 of the Delaware General Corporation Law further provides that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

        The registrant's bylaws permit the registrant to secure insurance on behalf of any officer, director, employee or other agent of the registrant and any person serving at the registrant's request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or member of any committee or similar body, for any liability arising out of his or her actions in that capacity, regardless of whether the registrant's bylaws would otherwise permit indemnification.

        The registrant expects to obtain policies of insurance under which, subject to the limitations of such policies, coverage will be provided to the registrant's directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters, and to the registrant with respect to payments which may be made by the registrant to these officers and directors pursuant to our indemnification obligations or otherwise as a matter of law.

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Indemnification Agreements

        Prior to completion of this offering, the registrant will enter into indemnification agreements with each of its directors and officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements may require the registrant, among other things, to indemnify its directors and officers against liabilities that may arise by reason of their status or service. These indemnification agreements may also require the registrant to advance all expenses incurred by the directors and officers in investigating or defending any such action, suit or proceeding. The registrant believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and officers.

        At present, the registrant is not aware of any pending litigation or proceeding involving any person who is or was a director, officer, employee or other agent of the registrant or is or was serving at the registrant's request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and the registrant is not aware of any threatened litigation that may result in claims for indemnification.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

Underwriting Agreement

        The underwriting agreement provides for indemnification by the underwriters of the registrant and its officers, directors and employees for certain liabilities arising under the Securities Act, or otherwise.

Item 15. Recent Sales of Unregistered Securities.

        During the registrant's last three fiscal years, the registrant issued unregistered securities to a limited number of purchasers as described below:

        (1)   The registrant issued and sold an aggregate of 2,131,285 shares of Series A Preferred Stock for aggregate consideration of approximately $75 million. The securities were sold pursuant to the Recapitalization Agreement, dated September 9, 2004. The closing of the transaction occurred on September 28, 2004. The investors in this financing were Highland Capital Partners VI Limited Partnership, Highland Capital Partners VI-B Limited Partnership, Highland Entrepreneurs' Fund VI Limited Partnership, Oak Investment Partners XI, Limited Partnership, Steamboat Ventures, LLC and Steamboat Ventures Manager, LLC. The registrant issued these securities in a transaction exempt from registration under Section 4(2) of the Securities Act.

        In the transaction described above the recipients of the securities represented that they were accredited investors and that their intentions were to acquire the securities for investment only and not with a view to, or for sale in connection with, any distribution thereof. Appropriate legends were affixed to the share certificates and other instruments issued in such transactions. The sales of these securities were made without general solicitation or advertising.

        (2)   During the registrant's last three fiscal years, the registrant made stock option grants to employees under its 2000 Stock Plan and 2004 Stock Plan covering an aggregate of 2,799,180 shares of common stock, at a weighted average exercise price of $1.94 per share. None of these options were canceled without being exercised. The registrant issued these stock options in transactions exempt from registration under the Securities Act pursuant to Rule 701 promulgated thereunder.

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        (3)   During the registrants last three fiscal years, the registrant issued an aggregate of 1,591,315 shares of common stock, no par value, upon exercise of stock options for aggregate consideration of $0.1 million. The registrant issued these stock options in transactions exempt from registration under the Securities Act pursuant to Rule 701 promulgated thereunder.

        In each transaction described above that was exempt under Rule 701 promulgated under the Securities Act, the recipients of the securities were either employees, directors or officers of the registrant. In addition, the amounts of securities issued at any time conformed to the limits of Rules 701(d) of the Securities Act.

        (4)   On February 22, 2002 the registrant issued and sold 200,000 shares of common stock to Alexis Brown, one of the registrant's employees, for aggregate consideration of $25.00. The registrant issued these securities in a transaction exempt from registration under Section 4(2) of the Securities Act.

        (5)   On February 22, 2002 the registrant issued and sold 400,000 shares of common stock to Stephen Szu-chien Chang, one of the registrant's employees, for aggregate consideration of $50.00. The registrant issued these securities in a transaction exempt from registration under Section 4(2) of the Securities Act.

        In each transaction described above that was exempt from registration under Section 4(2) of the Securities Act, the recipients of the securities represented that their intentions were to acquire the securities for investment only and not with a view to, or for sale in connection with, any distribution thereof. Appropriate legends were affixed to the share certificates and other instruments issued in such transactions. The sales of these securities were made without general solicitations or advertising.

Item 16. Exhibits and Financial Statement Schedules.

(a)

Exhibits. See Index of Exhibits.



(b)

Financial Schedules. Financial Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings.

        The undersigned registrant hereby undertakes to provide to the underwriters at the closing(s) specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act"), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned Registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and

II-4

contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on this 16th day of March, 2005.

FASTCLICK, INC.
By:	/s/  KURT A. JOHNSON Kurt A. Johnson President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/  KURT A. JOHNSON Kurt A. Johnson	President, Chief Executive Officer (Principal Executive Officer) and Director	March 16, 2005
*  Fred J. Krupica	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 16, 2005
*  Robert J. Davis	Director	March 16, 2005
*  Daniel J. Nova	Director	March 16, 2005
*  Fredric W. Harman	Director	March 16, 2005
*  Massoud Entekhabi	Director	March 16, 2005
*  John Pleasants	Director	March 16, 2005

*By:
/s/  KURT A. JOHNSON Kurt A. Johnson
Attorney-in-fact

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INDEX OF EXHIBITS

        The following documents are filed as exhibits to this registration statement:

Exhibit No.	Description
1.1	Form of Underwriting Agreement.
**3.1	Amended and Restated Articles of Incorporation of Fastclick, Inc., as filed with the Secretary of State of the State of California on September 24, 2004, as amended.
**3.2	Certificate of Amendment of Amended and Restated Articles of Incorporation of Fastclick.com, Inc. as filed with the Secretary of State of California on December 20, 2004 changing the Company name to Fastclick, Inc.
3.3	Form of Restated Certificate of Incorporation of Fastclick, Inc., to be filed upon the closing of the offering to which this Registration Statement relates.
**3.4	Amended and Restated Bylaws of Fastclick, Inc.
3.5	Form of Amended and Restated Bylaws of Fastclick, Inc., to be effective upon the closing of the offering to which this Registration Statement relates.
**4.1	Investors' Rights Agreement dated September 27, 2004.
**4.2	Amended and Restated Offer to Purchase for Cash Shares of Common Stock of Fastclick, Inc. dated September 9, 2004.
4.3	Form of common stock certificate.
5.1	Opinion of Sheppard, Mullin, Richter & Hampton LLP.
**10.1	Recapitalization Agreement by and among Fastclick, Inc., the Purchasers named therein and Jeff Pryor and David R. Gross dated September 9, 2004.
**10.2	Key Employee Agreement effective as of January 1, 2005 by and between Fastclick, Inc. and Kurt A. Johnson.
**10.3	Key Employee Agreement dated August 1, 2004 by and between Fastclick, Inc. and Fred Krupica.
**10.4	Key Employee Agreement dated February 11, 2004 by and between Fastclick, Inc. and James Aviani.
**10.5	Key Employee Agreement dated December 1, 2004 by and between Fastclick, Inc. and Michael S. Hughes.
10.6	Form of 2005 Equity Incentive Plan.
**10.7	2004 Stock Incentive Plan.
**10.8	Amended and Restated 2000 Stock Incentive Plan.
**10.9	Sublease dated November 25, 2002 by and between Fastclick, Inc. and Openwave Systems, Inc.
**10.10	Lease Agreement dated April 21, 2004 by and between Fastclick, Inc. and Citi Corp.
10.11	Form of Director and Officer Indemnification Agreement.
10.12	Summary of Bonus Plan adopted February 2, 2005.
23.1	Consent of Ernst and Young LLP.
23.2	Consent of Sheppard, Mullin, Richter & Hampton LLP, counsel to the registrant (included in 5.1).
**24.1	Power of Attorney.
24.2	Power of Attorney for Massoud Entekhabi.
24.3	Power of Attorney for John Pleasants.

**

Previously filed.

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QuickLinks

TABLE OF CONTENTS
PROSPECTUS SUMMARY
Fastclick, Inc.
Company Information
Summary Financial Data
RISK FACTORS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
SELECTED FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
EXECUTIVE COMPENSATION
Summary Compensation Table
Option Grants in 2004
Aggregated Option Exercises in 2004 and Year-End Option Values
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
PRINCIPAL AND SELLING STOCKHOLDERS
DESCRIPTION OF CAPITAL STOCK
SHARES ELIGIBLE FOR FUTURE SALE
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. STOCKHOLDERS
UNDERWRITING
NOTICE TO CANADIAN RESIDENTS
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
Fastclick, Inc. INDEX TO FINANCIAL STATEMENTS
REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FASTCLICK, INC. BALANCE SHEETS
FASTCLICK, INC. STATEMENTS OF INCOME
FASTCLICK, INC. STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FASTCLICK, INC. STATEMENTS OF CASH FLOWS
FASTCLICK, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
INDEX OF EXHIBITS

EX-1.1

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Exhibit 1.1

                        Shares

FASTCLICK, INC.

Common Stock, par value $0.001 per share

FORM OF UNDERWRITING AGREEMENT

[Insert date]

CREDIT SUISSE FIRST BOSTON LLC
CITIGROUP GLOBAL MARKETS INC.
THOMAS WEISEL PARTNERS LLC
JEFFRIES & COMPANY, INC.
    As Representatives of the Several Underwriters,
        c/o Credit Suisse First Boston LLC,
            Eleven Madison Avenue,
            New York, N.Y. 10010-3629
        and
            Citigroup Global Markets Inc.
            388 Greenwich Street
            New York, N.Y. 10013

Dear Sirs:

        1.    Introductory.    Fastclick, Inc., a Delaware corporation ("Company"), proposes to issue and sell            shares of its Common Stock, par value $0.001 per share ("Securities") and the stockholders listed in Schedule A hereto ("Selling Stockholders") propose severally to sell an aggregate of            outstanding shares of the Securities (such            shares of Securities being hereinafter referred to as the "Firm Securities"). The Company also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than            additional shares of its Securities as set forth below (such            additional shares being hereinafter referred to as the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Citigroup Global Markets Inc. (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to             shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by any Participants by 8:00 A.M. New York City time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. The Company and the Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto ("Underwriters") as follows:

        2.    Representations and Warranties of the Company.    (a) The Company represents and warrants to, and agrees with, the several Underwriters that:

        (i)    A registration statement (No. 333-121528) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission ("Commission") and either (A) has been declared effective under the Securities Act of 1933 ("Act") and is not proposed to be amended or (B) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the "initial registration statement") has been declared effective, either (A) an additional registration statement (the "additional registration statement") relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have

been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (B) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, "Effective Time" with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (A) if the Company has advised the Representatives that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (B) if the Company has advised the Representatives that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representatives that it proposes to file one, "Effective Time" with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). "Effective Date" with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, is hereinafter referred to as the "Initial Registration Statement". The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the "Additional Registration Statement". The Initial Registration Statement and the Additional Registration are hereinafter referred to collectively as the "Registration Statements" and individually as a "Registration Statement". The form of prospectus relating to the Offered Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under the Act or (if no such filing is required) as included in a Registration Statement, is hereinafter referred to as the "Prospectus". No document has been or will be prepared or distributed in reliance on Rule 434 under the Act.

        (ii)    If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement: (A) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission ("Rules and

2

Regulations") and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed or will conform, in all material respects to the requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, each Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement: on the Effective Date of the Initial Registration Statement, the Initial Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and no Additional Registration Statement has been or will be filed. The two preceding sentences do not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(c) hereof.

        (iii)    The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the condition (financial or other), business properties or results of operations of the Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").

        (iv)    Each subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects.

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        (v)    The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; all outstanding shares of capital stock of the Company are, and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on such Closing Date (as defined below), such Offered Securities will have been, validly issued, fully paid and nonassessable and conform in all material respects to the description thereof contained in the Prospectus; and the stockholders of the Company have no preemptive rights with respect to the Securities.

        (vi)    Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering.

        (vii)    There are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act, other than the Investors Rights Agreement, dated as of September 27, 2004, among the Company and the other parties thereto.

        (viii)    The Securities have been approved for listing subject to notice of issuance on the Nasdaq Stock Market's National Market.

        (ix)    No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act, the Securities Exchange Act of 1934 and such as may be required under state securities laws or by the National Association of Securities Dealers, Inc. or the Nasdaq Stock Market.

        (x)    The execution, delivery and performance of this Agreement, and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, (ii) any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject, or (iii) the charter or by-laws of the Company or any such subsidiary, except, with respect to clauses (i) and (ii) when such breach, violation or default would not, individually or in aggregate have a Material Adverse Effect.

        (xi)    This Agreement has been duly authorized, executed and delivered by the Company.

        (xii)    Except as disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them; and except as disclosed in the Prospectus, the Company and its subsidiaries hold any leased real or personal property that is material to the Company under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.

        (xiii)    The Company and its subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the

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business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

        (xiv)    No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is imminent that would reasonably be expected to have a Material Adverse Effect.

        (xv)    The Company and its subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, "intellectual property rights") necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

        (xvi)    Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, "environmental laws"), owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

        (xvii)    Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, or which are otherwise material in the context of the sale of the Offered Securities; and no such actions, suits or proceedings are threatened in writing or, to the Company's knowledge, contemplated.

        (xviii)    The financial statements included in each Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis; and the schedules included in each Registration Statement present fairly the information required to be stated therein; and the assumptions used in preparing the pro forma financial statements included in each Registration Statement and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

        (xix)    Except as disclosed in the Prospectus, since the date of the latest audited financial statements included in the Prospectus there has been no material adverse change, nor any

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development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

        (xx)    The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940.

        (xxi)    (i) The Registration Statement, the Prospectus and any preliminary prospectus comply in all material respects, and any further amendments or supplements thereto will comply in all material respects, with any applicable laws or regulations of foreign jurisdictions in which the Prospectus or any preliminary prospectus, as amended or supplemented, if applicable, are distributed at the request of the Company in connection with the Directed Share Program, and that (ii) no authorization, approval, consent, license, order, registration or qualification of or with any government, governmental instrumentality or court, other than such as have been obtained, is necessary under the securities law and regulations of foreign jurisdictions in which the Directed Shares are offered outside the United States.

        (xxii)    The Company has not offered, or caused the Underwriters to offer, Securities to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer's or supplier's level or type of business with the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

        (xxiii)    Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries acting at the direction of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the FCPA, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company, its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

        "FCPA" means Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

        (b)   Each Selling Stockholder severally represents and warrants to, and agrees with, the several Underwriters that:

        (i)    Such Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Offered Securities to be delivered by such Selling Stockholder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities to be delivered by such Selling Stockholder on such Closing Date hereunder; and, assuming performance by the Custodian (as defined below) under the Custody Agreement and no breach by the custodian of the Power of Attorney, upon the delivery of and payment for the Offered Securities on each Closing Date hereunder (assuming that such Underwriter has no notice of any adverse

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claim (within the meaning of Section 8-501 of the New York Uniform Commercial Code)) the several Underwriters will acquire valid and unencumbered title to the Offered Securities to be delivered by such Selling Stockholder on such Closing Date.

        (ii)   If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement: such Selling Stockholder has reviewed the Initial Registration Statement and (A) on the Effective Date of the Initial Registration Statement, to such Selling Stockholder's knowledge, the Initial Registration Statement did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) on the Effective Date of the Additional Registration Statement (if any), to such Selling Stockholder's knowledge, each Registration Statement did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (C) on the date of this Agreement, to such Selling Stockholder's knowledge, neither the Initial Registration Statement nor, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement includes, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, none of the Registration Statements or the Prospectus will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading. If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement: such Selling Stockholder has reviewed the Initial Registration Statement and on the Effective Date of the Initial Registration Statement, to such Selling Stockholder's knowledge, neither the Initial Registration Statement nor the Prospectus will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The two preceding sentences do not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 7(c).

        (iii)  Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between such Selling Stockholder and any person that would give rise to a valid claim against such Selling Stockholder or any Underwriter for a brokerage commission, finder's fee or other like payment in connection with this offering.

        (iv)  (A) Such Selling Stockholder has reviewed the representations and warranties of the Company contained in this Section 2 and has no reason to believe that such representations and warranties are not true and correct and (B) the sale of the Offered Securities by such Selling Stockholder pursuant hereto is not prompted by any information concerning the Company or any of its subsidiaries which is not set forth in the Prospectus or any supplement thereto.

        3.    Purchase, Sale and Delivery of Offered Securities.    On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each Selling Stockholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Stockholder, at a purchase price of $                              per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston LLC ("CSFB") and Citigroup Global Markets Inc. ("Citigroup") in their discretion, in order to avoid fractions) obtained by multiplying            Firm Securities in the case of the Company and the number of Firm Securities set

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forth opposite the name of such Selling Stockholder in Schedule A hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities.

        Certificates in negotiable form for the Offered Securities to be sold by the Selling Stockholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with Equiserve Trust Company, as custodian ("Custodian"). Each Selling Stockholder agrees that the shares represented by the certificates held in custody for the Selling Stockholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholders for such custody are to that extent irrevocable, and that the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Stockholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Stockholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Securities hereunder, certificates for such Offered Securities shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination.

        The Company and the Custodian will deliver the Firm Securities to the Representatives for the accounts of the Underwriters, at the office of            , against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFB and Citigroup drawn to the order of            in the case of            shares of Firm Securities and            in the case of            shares of Firm Securities, at the office of            , at             A.M., New York time, on            , or at such other time not later than seven full business days thereafter as CSFB, Citigroup and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CSFB and Citigroup request and will be made available for checking and packaging at the above office of            at least 24 hours prior to the First Closing Date.

        In addition, upon written notice from CSFB and Citigroup given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Company agrees to sell to the Underwriters the number of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by CSFB and Citigroup to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFB and Citigroup to the Company.

        Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined

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by CSFB and Citigroup but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, at the office of            , against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFB and Citigroup drawn to the order of            in the case of             Optional Securities and            in the case of            Optional Securities, at the above office of            . The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFB and Citigroup request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of            at a reasonable time in advance of such Optional Closing Date.

        4.    Offering by Underwriters.    It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Prospectus.

        5.    Certain Agreements of the Company and the Selling Stockholders.    The Company agrees with the several Underwriters and the Selling Stockholders that:

        (a)   If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Company will file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by CSFB and Citigroup, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement.

The Company will advise CSFB and Citigroup promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of such execution and delivery, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by CSFB and Citigroup.

        (b)   The Company will advise CSFB and Citigroup promptly of any proposal to amend or supplement the initial or any additional registration statement as filed or the related prospectus or the Initial Registration Statement, the Additional Registration Statement (if any) or the Prospectus and will not effect such amendment or supplementation without the consent of CSFB and Citigroup; and the Company will also advise CSFB and Citigroup promptly of the effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplementation of a Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

        (c)   If, at any time when a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will promptly notify CSFB and Citigroup of such event and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or

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an amendment which will effect such compliance. Neither the consent by CSFB and Citigroup to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

        (d)   As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act. For the purpose of the preceding sentence, "Availability Date" means the 45th day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Date, except that, if such fourth fiscal quarter is the last quarter of the Company's fiscal year, "Availability Date" means the 90th day after the end of such fourth fiscal quarter.

        (e)   The Company will furnish to the Representatives copies of each Registration Statement five (5) of which will be signed and will include all exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as CSFB and Citigroup request. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the later of the execution and delivery of this Agreement or the Effective Time of the Initial Registration Statement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.

        (f)    The Company will arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as CSFB and Citigroup designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

        (g)   For the period specified below (the "Lock-Up Period"), the Company will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of CSFB and Citigroup, except (i) registration statements on Form S-8, (ii) issuances of Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof, (iii) grants of employee stock options pursuant to the terms of a plan in effect on the date hereof, (iv) issuances of Securities pursuant to the exercise of such options, and (v) the issuance of up to            shares of its Securities, or securities convertible into or exchangeable or exercisable for up to            shares of its Securities, to be used as consideration in lieu of cash in connection with mergers or acquisitions of securities, businesses, property or other assets (other than in a transaction the principal purpose of which is raising capital), provided, however, that each recipient of any such Securities or securities issued pursuant to this clause (iv) shall agree in writing for the benefit of the Underwriters that all such Securities or securities shall remain subject to the restrictions contained in this paragraph for the remainder of the period for which the Company is bound. The initial Lock-Up Period will commence on the date hereof and will continue and include the date 180 days after the date hereof or such earlier date that CSFB and Citigroup consent to in writing.

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        (h)   The Company agrees with the several Underwriters that the Company will pay (i) all expenses incident to the performance of the obligations of the Company and the Selling Stockholders, as the case may be, under this Agreement, (ii) for any filing fees and other expenses (including fees and disbursements of counsel) in connection with qualification of the Offered Securities for sale under the laws of such jurisdictions as CSFB and Citigroup designate and the printing of memoranda relating thereto, (iii) for the filing fee incident to the review by the National Association of Securities Dealers, Inc. of the Offered Securities, (iv) for any travel expenses of the Company's officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Offered Securities, including the cost of any aircraft chartered in connection with attending or hosting such meetings, and (v) for expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) to the Underwriters. Each Selling Stockholder agrees with the several Underwriters that it will pay any transfer taxes on the sale by such Selling Stockholders of the Offered Securities to the Underwriters.

        (i)    Each Selling Stockholder agrees during the Lock-Up Period not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Securities of the Company or securities convertible into or exchangeable or exercisable for any shares of Securities, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of CSFB and Citigroup. The Lock-Up Period will commence on the date hereof and will continue and include the date 180 days after the date hereof or such earlier date that CSFB and Citigroup consent to in writing.

        (j)    The Company will pay (i) all fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program, (ii) all costs and expenses incurred by the Underwriters in connection with the printing (or reproduction) and delivery (including postage, air freight charges, and charges for counting and packaging) of copies of the Directed Share Program material and (iii) stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program.

        Furthermore, the Company covenants with the Underwriters that the Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

        (k)   The Company will comply in all material respects with all applicable securities and other applicable laws, rules and regulations including, without limitation, the Sarbanes-Oxley Act of 2002, and to use its reasonable best efforts to cause the Company's directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley Act of 2002.

        6.    Conditions of the Obligations of the Underwriters.    The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholders herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the

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Company and the Selling Stockholders of their obligations hereunder and to the following additional conditions precedent:

        (a)   The Representatives shall have received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of Ernst & Young, LLP with respect to the financial statements and schedules of the Company contained in the Registration Statement in form and substance satisfactory to the Representatives in all respects.

        (b)   If the Effective Time of the Initial Registration Statement is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or such later date as shall have been consented to by CSFB and Citigroup. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by CSFB and Citigroup. If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) of this Agreement. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of any Selling Stockholder, the Company or the Representatives, shall be contemplated by the Commission.

        (c)   Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise which, in the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any downgrading in the rating of any debt securities of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the Representatives, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange; (v) or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S. Federal or New York authorities; (vii) any major disruption of settlements of securities or clearance services in the United States or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of the Representatives, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities.

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        (d)   The Representatives shall have received an opinion, dated such Closing Date, of Sheppard, Mullin, Richter & Hampton LLP, counsel for the Company, to the effect that:

        (i)    The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as described in the Prospectus;

        (ii)   Each subsidiary of the Company has been duly incorporated and is an existing corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and nonassessable; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects;

        (iii)  The Offered Securities delivered on such Closing Date and all other outstanding shares of the Common Stock of the Company have been duly authorized; all outstanding shares of Common Stock of the Company are, and when the Offered Securities have been delivered and paid for in accordance with this Agreement on such Closing Date, will be validly issued, fully paid and nonassessable and conform as to legal matters to the description thereof contained in the Prospectus in all material respects; and the stockholders of the Company have no preemptive rights with respect to the Securities under federal, New York, Delaware or California law or under any contracts or instruments of the Company;

        (iv)  There are no contracts, agreements or understandings known to such counsel between the Company and any person granting such person the right to require the Company to file a registration statement under the Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act other than the Investors Rights Agreement dated as of September 27, 2004 among the Company and the other parties thereto;

        (v)   The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940;

        (vi)  No consent, approval, authorization or order of, or filing with, any federal, New York, Delaware or California governmental agency or body or any court is required to be obtained or made by the Company or any Selling Stockholder for the consummation of the transactions contemplated by this Agreement or the Custody Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under the Act and the Securities Exchange Act of 1934 and such as may be required under state securities laws as to which such counsel need not express any opinion;

        (vii)    The execution, delivery and performance of this Agreement or the Custody Agreement and the consummation of the transactions herein or therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any federal, New York, Delaware or California statute, rule or regulation, (B) any order of any federal, New York, Delaware or California governmental agency or body or any court acting pursuant to federal, New York, Delaware or California law having jurisdiction over the Company or any subsidiary of the Company or any of their properties known to us, (C) any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of

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the Company or any such subsidiary is subject, or (D) the charter or by-laws of the Company or any such subsidiary; and

        (viii)    This Agreement has been duly authorized, executed and delivered by the Company.

        The Representatives shall have received a letter, dated such Closing Date, from Sheppard, Mullin, Richter & Hamilton LLP, counsel to the Company, to the effect that the Initial Registration Statement was declared effective under the Act as of the date and time specified in such opinion, the Additional Registration Statement (if any) was filed and became effective under the Act as of the date and time (if determinable) specified in such opinion, the Prospectus either was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein or was included in the Initial Registration Statement or the Additional Registration Statement (as the case may be), and, to the knowledge of such counsel, no stop order suspending the effectiveness of a Registration Statement or any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and each Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; such counsel have no reason to believe that any part of a Registration Statement or any amendment thereto, as of its effective date or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; or that the Prospectus or any amendment or supplement thereto, as of its issue date or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the descriptions in the Registration Statements and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel do not know of any legal or governmental proceedings required to be described in a Registration Statement or the Prospectus which are not described as required or of any contracts or documents of a character required to be described in a Registration Statement or the Prospectus or to be filed as exhibits to a Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or schedules or other financial, statistical or accounting data contained in the Registration Statements or the Prospectus.

        (e)   The Representatives shall have received an opinion, dated such Closing Date, of Sheppard, Mullin, Richter & Hamilton LLP, counsel for the Selling Stockholders, to the effect that:

        (i)    Each Selling Stockholder had valid and unencumbered title to the Offered Securities delivered by such Selling Stockholder on such Closing Date and had full right, power and authority to sell, assign, transfer and deliver the Offered Securities delivered by such Selling Stockholder on such Closing Date hereunder; and the several Underwriters have acquired valid and unencumbered title to the Offered Securities purchased by them from the Selling Stockholders on such Closing Date hereunder;

        (ii)   No consent, approval, authorization or order of, or filing with, any federal, New York, Delaware or California governmental agency or body or any court is required to be obtained or made by any Selling Stockholder for the consummation of the transactions contemplated by the Custody Agreement or this Agreement in connection with the sale of the Offered Securities sold by the Selling Stockholders, except such as have been obtained and

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made under the Act and the Securities Exchange Act of 1934 and such as may be required under state securities laws, as to which such counsel need not express any opinion;

        (iii)  The execution, delivery and performance of the Custody Agreement and this Agreement and the consummation of the transactions therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (A) any federal, New York, Delaware or California statute, rule or regulation, (B) any order of any federal, New York, Delaware or California governmental agency or body or any court acting pursuant to federal, New York, Delaware or California law having jurisdiction over any Selling Stockholder or any of their properties known to us, (C) any agreement or instrument to which Selling Stockholder is a party or by which any Selling Stockholder is bound or to which any of the properties of any Selling Stockholder is subject, or (D) the charter or by-laws of any Selling Stockholder which is a corporation;

        (iv)  The Power of Attorney and related Custody Agreement with respect to each Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and constitute valid and legally binding obligations of each such Selling Stockholder enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; and

        (v)   This Agreement has been duly authorized, executed and delivered by each Selling Stockholder.

        (f)    The Representatives shall have received from Simpson Thacher & Bartlett LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities delivered on such Closing Date, the Registration Statements, the Prospectus and other related matters as the Representatives may require, and the Selling Stockholders and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

        (g)   The Representatives shall have received a certificate, dated such Closing Date, of the President or any Vice President and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) under the Act, prior to the time the Prospectus was printed and distributed to any Underwriter; and, subsequent to the dates of the most recent financial statements in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in the Prospectus or as described in such certificate.

        (h)   The Representatives shall have received a letter, dated such Closing Date, of Ernst & Young, LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to such Closing Date for the purposes of this subsection.

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        (i)    On or prior to the date of this Agreement, the Representatives shall have received lockup letters from each of executive officers, directors and stockholders of the Company.

        (j)    The Custodian will deliver to CSFB and Citigroup a letter stating that they will deliver to each Selling Stockholder a United States Treasury Department Form 1099 (or other applicable form or statement specified by the United States Treasury Department regulations in lieu thereof) on or before January 31 of the year following the date of this Agreement.

The Selling Stockholders and the Company will furnish the Representatives with such conformed copies of such opinions, certificates, letters and documents as the Representatives reasonably request. CSFB and Citigroup may in their sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.

        7.    Indemnification and Contribution.    (a) The Company will indemnify and hold harmless each Underwriter, its partners, members, directors, officers and its affiliates and each person, if any who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below.

        The Company agrees to indemnify and hold harmless the Designated Underwriter, the directors, officers, employees and agents of the Designated Underwriter, and each person, if any, who controls the Designated Underwriter within the meaning of either of the Securities Act or the Exchange Act (the "Designated Entities"), from and against any and all losses, claims, damages and liabilities to which they may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares which immediately following the Effective Date of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the Designated Entities.

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        Insofar as the foregoing indemnity agreement, or the representations and warranties contained in Section 2(a)(ii), may permit indemnification for liabilities under the Act of any person who is an Underwriter or a partner or controlling person of an Underwriter within the meaning of Section 15 of the Act and who, at the date of this Agreement, is a director, officer or controlling person of the Company, the Company has been advised that in the opinion of the Commission such provisions may contravene Federal public policy as expressed in the Act and may therefore be unenforceable. In the event that a claim for indemnification under such agreement or such representations and warranties for any such liabilities (except insofar as such agreement provides for the payment by the Company of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such a person, the Company will submit to a court of appropriate jurisdiction (unless in the opinion of counsel for the Company the matter has already been settled by controlling precedent) the question of whether or not indemnification by it for such liabilities is against public policy as expressed in the Act and therefore unenforceable, and the Company will be governed by the final adjudication of such issue.

        (b)   Each Selling Stockholder, severally and not jointly, will indemnify and hold harmless each Underwriter, its partners, members, directors officers and its affiliates and each person who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Selling Stockholders will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by an Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, further, that each Selling Stockholder shall only be subject to such liability to the extent that the untrue statement or omission or alleged omission is based upon information provided by such Selling Stockholder in writing or contained in a representation or warranty given by such Selling Stockholder in this Agreement or the Custody Agreement; and, provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

        (c)   Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act, and each Selling Stockholder against any losses, claims, damages or liabilities to which the Company or such Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that

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such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company and each Selling Stockholder in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the fourth paragraph under the caption "Underwriting" and (ii) the information contained in the sixth paragraph under the caption "Underwriting", (iii) the information contained in the fifteenth paragraph under the caption "Underwriting" related to stabilizing transactions, syndicate covering transactions and penalty bids and (iv) the information in the sixteenth paragraph under the caption "Underwriting" related to prospectuses in electronic format.

        (d)   Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under subsection (a), (b) or (c) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a), (b) or (c) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a), (b) or (c) above. In case any such action is brought against any indemnified party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding anything contained herein to the contrary, if indemnity may be sought pursuant to the penultimate paragraph in Section 7(a) hereof in respect of such action or proceeding, then in addition to such separate firm for the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one separate firm (in addition to any local counsel) for the Designated Underwriter for the defense of any losses, claims, damages and liabilities arising out of the Directed Share Program, and all persons, if any, who control the Designated Underwriter within the meaning of either Section 15 of the Act of Section 20 of the Exchange Act. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such (i) settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

        (e)   If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a), (b) or (c) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other from the offering of the

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Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Stockholders on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholders bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Selling Stockholders or the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), (i) no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission and (ii) the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.

        (f)    The obligations of the Company and the Selling Stockholders under this Section or Section 9 shall be in addition to any liability which the Company and the Selling Stockholders may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer of the Company who has signed a Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.

        8.    Default of Underwriters.    If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First Closing Date or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, CSFB and Citigroup may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements

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satisfactory to CSFB and Citigroup, the Company and the Selling Stockholders for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders, except as provided in Section 9 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

        9.    Survival of Certain Representations and Obligations.    The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

        10.    Notices.    All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representatives, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group and c/o Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at            , Attention:            , or, if sent to the Selling Stockholders or any of them, will be mailed, delivered or telegraphed and confirmed to            at             ; provided, however, that any notice to an Underwriter pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

        11.    Successors.    This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective personal representatives and successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder.

        12.    Representation.    The Representatives will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representatives jointly or by CSFB and Citigroup will be binding upon all the Underwriters.             will act for the Selling Stockholders in connection with such transactions, and any action under or in respect of this Agreement taken by            will be binding upon all the Selling Stockholders.

        13.    Counterparts.    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

14.    Applicable Law.This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws.

        The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

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        If the foregoing is in accordance with the Representatives' understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Selling Stockholders, the Company and the several Underwriters in accordance with its terms.

			Very truly yours,
			FASTCLICK, INC.
			By
				[Insert title]
			The Selling Stockholders named in Schedule A hereto, acting severally
			By	Attorney-in-Fact
The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.
	CREDIT SUISSE FIRST BOSTON LLC CITIGROUP GLOBAL MARKETS INC. THOMAS WEISEL PARTNERS LLC JEFFRIES & COMPANY, INC.
		Acting on behalf of themselves and as the Representatives of the several Underwriters.
	By	CREDIT SUISSE FIRST BOSTON LLC
	By
		[Insert title]
	and
	By	CITIGROUP GLOBAL MARKETS INC.
	By
		[Insert title]

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SCHEDULE A

Selling Stockholder		Number of Firm Securities to be Sold	Number of Optional Securities to be Sold
	Total

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SCHEDULE B

Underwriter		Number of Firm Securities to be Purchased
Credit Suisse First Boston LLC
Citigroup Global Markets Inc.
Thomas Weisel Partners LLC
Jeffries & Company, Inc.
	Total

23

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EX-3.3

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Exhibit 3.3

RESTATED CERTIFICATE OF INCORPORATION

OF

FASTCLICK, INC.

        Fastclick, Inc.    (the "Corporation"), a corporation organized and existing under and by virtue of the Delaware General Corporation Law does hereby certify:

        FIRST:    That the name of this Corporation is Fastclick, Inc. The date of filing of the Corporation's original Certificate of Incorporation with the Secretary of State of the State of Delaware was                        . 2005.

        SECOND:    That this Restated Certificate of Incorporation has been duly approved by the required vote of the stockholders of the Corporation in accordance with Sections 242 and 245 of the Delaware General Corporation Law.

        THIRD:    That the board of directors of the Corporation (the "Board of Directors") adopted resolutions proposing and declaring advisable the amendment and restatement of the Corporation's Certificate of Incorporation, that this Restated Certificate of Incorporation was approved by the written consent of the stockholders of the Corporation, in accordance with Section 228 of the Delaware General Corporation Law, and that the amendment and restatement of the Corporation's Certificate of Incorporation so approved by the Board of Directors and the stockholders of the Corporation reads as follows:

ARTICLE I

        The name of this Corporation is Fastclick, Inc.

ARTICLE II

        The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name and address of the Corporation's registered agent in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801.

ARTICLE III

        The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

ARTICLE IV

        Section 1.    The total number of shares of capital stock that the Corporation shall have authority to issue is One Hundred Ten Million (110,000,000), consisting of One Hundred Million (100,000,000) shares of common stock, $.001 par value per share (the "Common Stock"), and Ten Million (10,000,000) shares of preferred stock, par value $.001 per share (the "Preferred Stock"). Subject to the rights of the holders of any series of Preferred Stock or any resolution or resolutions providing for the issuance of such series of stock adopted by the Board of Directors, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law.

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        Section 2.    The Preferred Stock may be issued from time to time in one or more series, without further stockholder approval, with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors, and the Board of Directors is hereby expressly vested with authority, to the full extent now or hereafter provided by law, to adopt any such resolution or resolutions, subject only to limitations prescribed by law and the provisions of this Article IV. The Board of Directors may increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

        Section 3.    Subject to the prior rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, the holders of shares of the Common Stock shall be entitled to receive when, as and if declared by the Board of Directors, out of funds legally available for that purpose, such dividends as may be declared from time to time by the Board of Directors.

        Section 4.    Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote. Fractional votes for shares of Common Stock shall not be permitted, and any fractional voting rights for shares of Common Stock shall be rounded down to the nearest whole share. Except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) or pursuant to the General Corporation Law of the State of Delaware.

ARTICLE V

        Section 1.    The business and affairs of the Corporation shall be managed by and under the direction of its Board of Directors. Subject to the previous sentence and to the special rights of the holders of any class or series of stock to elect directors, the precise number of directors shall be fixed exclusively pursuant to a resolution adopted by the Board of Directors.

        Section 2.    The election of directors of the Corporation need not be by written ballot.

        Section 3.    Advance notice of stockholder nominations for the election of directors and of any other business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

        Section 4.    No stockholder will be permitted to cumulate votes at any election of directors.

        Section 5.    The directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated as Class I, Class II and Class III. The term of office of the initial Class I directors shall expire at the next succeeding annual meeting of stockholders, the term of office of the initial Class II directors shall expire at the second succeeding annual meeting of stockholders and the term of office of the initial Class III directors shall expire at the third succeeding annual meeting of stockholders. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors.

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        Section 6.    At each annual meeting of stockholders held after the filing of this Restated Certificate of Incorporation, directors to replace those of a class whose term expires at such annual meeting shall be elected to hold office until the third succeeding annual meeting of stockholders and until their respective successors shall have been duly elected and qualified. If the number of directors comprising the entire Board of Directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number as is practicable.

        Section 7.    Vacancies occurring on the Board of Directors for any reason shall be filled only by the Board of Directors, and not by the stockholders, by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum, or by a sole remaining director or as otherwise determined by the Board of Directors. A person so chosen by the Board of Directors to fill a vacancy shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

        Section 8.    Any director may be removed from office at any time, but only for cause, by the affirmative vote of the stockholders having a majority of the combined voting power of the then outstanding shares of all classes and series of capital stock of the Corporation entitled to vote in the election of directors of the Corporation, voting together as a single class.

ARTICLE VI

        In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized and empowered (except as limited by the laws of the State of Delaware):

        (a)   to make, alter, amend and repeal the Bylaws of the Corporation, subject to the provisions thereof.

        (b)   from time to time, to set apart out of any funds or assets of the Corporation available for dividends an amount or amounts to be reserved as working capital or for any other lawful purpose and to abolish any reserve so created and to determine whether any and, if any, what part, of the surplus of the Corporation or its net profits applicable to dividends shall be declared in dividends and paid to its stockholders, and all rights of the holders of stock of the Corporation in respect of dividends shall be subject to the power of the Board of Directors.

        (c)   from time to time to sell, lease or otherwise dispose of any part or parts of the properties of the Corporation and to cease to conduct the business connected therewith or again to resume the same, as it may seem best; and

        (d)   in addition to the powers and authorities provided herein and by the laws of the State of Delaware conferred upon the Board of Directors, to execute all such powers and to do all acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the express provision of said laws, of this Restated Certificate of Incorporation and the Bylaws of the Corporation.

ARTICLE VII

        Section 1.    To the fullest extent that the Delaware General Corporation Law or any other law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the Corporation shall be liable to the Corporation or its stock-holders for monetary damages for breach of fiduciary duty as a director. No amendment to, or modification or repeal of, this Article VII shall adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such amendment, modification or repeal. Any amendment, repeal or modification of this Article VII or the adoption of any provision inconsistent with this Article VII shall not adversely

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affect any right or protection of a director of this Corporation with respect to any acts or omissions of such director occurring prior to such amendment, repeal or modification or the adoption of such inconsistent provision.

ARTICLE VIII

        Section 1.    To the fullest extent permitted by the Delaware General Corporation Law or any other law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended, this Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of this Corporation (and any other persons to which the Delaware General Corporation Law permits this Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise.

        Section 2.    Any amendment, repeal or modification of this Article VIII or the adoption of any provision inconsistent with this Article VIII shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of this Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification or the adoption of such inconsistent provision.

ARTICLE IX

        Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation, upon due notice and in accordance with the provisions of the Corporation's Bylaws, and may not be effected by written consent.

ARTICLE X

        Notwithstanding anything herein to the contrary, the affirmative vote of the holders of at least two-thirds of the combined voting power of the then outstanding shares of all classes and series of capital stock of the Corporation entitled to vote at any annual or special meeting of stockholders called for such purpose, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, Article V, Article IX or this Article X of this Restated Certificate of Incorporation. Subject to the provisions of this Article X and the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, the Corporation reserves the right to amend, alter or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are subject to this reservation.

        FOURTH:    That the foregoing Restated Certificate shall be effective on            , 2005 at            Eastern Time.

[Remainder of Page Intentionally Left Blank]

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        IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be duly executed by Fred Krupica, its Secretary.

Dated:                        , 2005
	By:
		Fred Krupica Secretary

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Exhibit 3.3

EX-3.5

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Exhibit 3.5

AMENDED AND RESTATED
BYLAWS
OF
FASTCLICK, INC.

ARTICLE I
Offices

        Section 1.1 Registered Office. The registered office of Fastclick, Inc. (the "Corporation") in the State of Delaware shall be at 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of the registered agent at that address shall be The Corporation Trust Company.

        Section 1.2 Principal Executive Office. The principal executive office of the Corporation shall be located at such place within or outside of the State of Delaware as the board of directors of the Corporation (the "Board of Directors") from time to time shall designate.

        Section 1.3 Other Offices. The Corporation may also have an office or offices at such other place or places either within or without of the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE II
Stockholders

        Section 2.1 Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place, either within or without the State of Delaware, as may be designated by the Board of Directors from time to time. In the absence of any such designation, stockholders' meetings shall be at the principal executive office of the Corporation. Any other proper business may be transacted at the annual meeting.

        At an annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a stockholder of record at the time of giving notice provided for in these Bylaws, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.1.

        For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the previous year's annual meeting, notice by the stockholder to be timely must be so delivered or received not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of (x) the 90th day prior to the annual meeting and (y) the 10th day following the date on which public announcement of the date of the annual meeting is first made. For purposes of this Section 2.1, a "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission. In no event

shall the public announcement of an adjournment of a stockholders meeting commence a new time period for the giving of a stockholder's notice as described above.

        A stockholder's notice to the Secretary of the Corporation shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the Corporation's books, of the stockholder proposing such business, (3) the class and number of shares of the Corporation which are beneficially owned by the stockholder, (4) any material interest of the stockholder in such business, and (5) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for an annual meeting of stockholders, stockholders must provide notice as required by the regulations promulgated under the Exchange Act. Nothing in this section shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

        No business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 2.1. The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting in accordance with the Bylaws, and, if he should so determine, he shall declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

        Section 2.2 Special Meetings. Special meetings of stockholders may be called at any time only by the Board of Directors, the Chairman of the Board or the President. Special meetings may not be called by any other person or persons. Each special meeting shall be held at such date and time as is requested by the person or persons calling the meeting, within the limits fixed by law.

        At any special meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a special meeting of stockholders, business must be: (i) specified in the notice of such special meeting (or any supplement thereto) given by or at the direction of the Board of Directors or (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors.

        Section 2.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.

        Section 2.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

        Section 2.5 Quorum. At each meeting of stockholders, except where otherwise provided by law, the Corporation's certificate of incorporation (the "Certificate of Incorporation") or these Bylaws, the

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holders of a majority of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a single class at the meeting. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 2.4 of these Bylaws until a quorum shall attend. Shares of its own capital stock belonging, on the record date for the meeting, to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including, but not limited to, its own stock, held by it in a fiduciary capacity.

        Section 2.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board of Directors, if any, or in his absence, by the President, or in his absence, by a Vice President, or in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or in the absence of such designation, by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

        The Board of Directors shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

        Section 2.7 Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. If the Certificate of Incorporation provides for more or less than one vote for any share on any matter, every reference in these Bylaws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock. A stockholder may vote the shares owned of record by him either in person or by proxy executed in writing (which shall include writings sent by telex, telegraph, cable, facsimile transmission or other means of electronic transmission) by the stockholder himself or his duly authorized attorney-in-fact; provided, however, that any such telex, telegram, cablegram, facsimile transmission or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telex, telegram, cablegram, facsimile transmission or other means of electronic transmission was authorized by the stockholder. If it is determined that such telexes, telegrams, cablegrams, facsimile transmissions or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to the foregoing sentences of this Section 2.7 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile

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telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Execution of the proxy may be accomplished by the stockholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation, Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors, unless required by Section 2.10 of these Bylaws, or unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors or otherwise, all elections and questions shall, unless otherwise provided by law, by the Certificate of Incorporation or these Bylaws, be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting.

        Section 2.8 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of such meeting, or more than 60 days prior to any other action. If no record date is fixed: (a) the record date for determining stockholders entitled to notice of, or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (b) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

        Section 2.9 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting during ordinary business hours for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present.

        Section 2.10 Inspectors of Election. The Board of Directors shall, in advance of any meeting of stockholders, appoint one or more inspectors other than nominees for office to act at the meeting. The number of inspectors shall be either one or three. If inspectors are appointed at a meeting on the request of one or more stockholders or proxies, the holders of a majority of shares or other proxies present at the meeting shall determine whether one or three inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors before the meeting, or by the meeting chairman at the meeting.

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Each inspector, before entering upon the discharge of his duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his ability.

        The duties of these inspectors shall be as follows: (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine the shares represented at a meeting and the validity of proxies and ballots; (iii) count all votes and ballots; (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and (v) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

        The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto shall be accepted by the inspectors after the closing of the polls.

        Except as otherwise required by applicable law, in determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Section 2.7 hereof, ballots and the regular books and records of the Corporation.

        If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

        Section 2.11 No Consent of Stockholders in Lieu of Meeting. Subject to the rights of the holders of any series of Preferred Stock or any class or series of stock having a preference over the Common Stock as to dividends or upon dissolution, liquidation or winding up, any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of stockholders of the Corporation, upon due notice and in accordance with the provisions of these Bylaws, and may not be effected by any consent in writing by such stockholders.

ARTICLE III
Board of Directors

        Section 3.1 Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation.

        Section 3.2 Number of Directors. The number of directors which shall constitute the whole Board of Directors shall be not less than three (3) nor more than nine (9) and will be fixed from time to time pursuant to a resolution adopted by the Board of Directors; provided, that no decrease in the number of directors shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

        Section 3.3 Election and Term of Office. Each director shall hold office until the annual meeting of stockholders held in the year in which his term of office expires and until his successor is duly elected and qualified.

        Section 3.4 Advance Notice of Stockholder Nominees. Only persons who are nominated in accordance with the procedures set forth in this Section 3.4 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 3.4. Such nominations, other than those made by or at the direction

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of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation.

        To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the previous year's annual meeting, notice by the stockholder to be timely must be so delivered or received not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of (x) the 90th day prior to the annual meeting and (y) the 10th day following the date on which public announcement (as defined in Section 2.1 above) of the date of the annual meeting is first made. In no event shall the public announcement of an adjournment of a stockholders meeting commence a new time period for the giving of a stockholder's notice as described above.

        Such stockholder's notice shall set forth: (a) the name and address, as they appear on the Corporation's books, of the stockholder who intends to make the nomination and the name and address of the person or persons to be nominated; (b) the class or series and number of shares of the Corporation which are beneficially owned by the stockholder; (c) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote in the election of directors and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (e) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to Regulation 14A under the Exchange Act had each nominee been nominated, or intended to be nominated, by the Board of Directors; (f) the executed written consent of each nominee to serve as a director of the Corporation if so elected; and (g) if the stockholder intends to solicit proxies in support of such stockholder's nominee(s), a representation to that effect.

        No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.4. The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and, if he should so determine, he shall so declare at the meeting and the defective nomination shall be disregarded.

        Section 3.5 Vacancies and Additional Directorships. Newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the Board of Directors, and not by the stockholders, by the affirmative vote of a majority of the remaining directors then in office, even though such majority is less than a quorum of the Board of Directors, or by a sole remaining director or as otherwise determined by the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office until he next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

        Section 3.6 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine and, if so determined, notice thereof need not be given.

        Section 3.7 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the President, or by any director. Reasonable notice thereof shall be given by the person or persons calling the meeting.

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        Section 3.8 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee thereof, as the case may be, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Bylaw shall constitute presence in person at such meeting.

        Section 3.9 Quorum; Vote Required for Action. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation or these Bylaws shall require a vote of a greater number. In case at any meeting of the Board of Directors a quorum shall not be present, the members of the Board of Directors present may adjourn the meeting from time to time until a quorum shall attend.

        Section 3.10 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, if any, or in his absence by the President, or in their absence by a chairman chosen at the meeting the Secretary of the Corporation shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

        Section 3.11 Action by Directors Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

        Section 3.12 Compensation of Directors. The Board of Directors shall have the authority to fix the compensation of directors.

        Section 3.13 Removal. Any director may be removed from office at any time, but only for cause, by the affirmative vote of the stockholders having a majority of the combined voting power of the then outstanding shares of all classes and series of capital stock of the Corporation entitled to vote in the election of directors of the Corporation, voting together as a single class.

ARTICLE IV
Committees

        Section 4.1 Committees. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of dissolution, removing or indemnifying directors or amending these Bylaws; and, unless the resolution expressly so

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provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

        Section 4.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board of Directors or a provision in the rules of such committee to the contrary, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such committee, and in other respects each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article III of these Bylaws.

ARTICLE V
Officers

        Section 5.1 Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board of Directors shall elect a President or Chief Executive Officer, a Treasurer or Chief Financial Officer, and a Secretary, and it may, if it so determines, elect from among its members a Chairman of the Board. The Board of Directors may also elect one or more Executive Vice Presidents, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers or Assistant Chief Financial Officers and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person.

        Section 5.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided in a resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier death, resignation or removal. Any officer may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board of Directors may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

        Section 5.3 Powers and Duties. The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws and, to the extent not so stated, as generally pertain to their respective offices, subject to the, control of the Board of Directors. The Secretary shall have the duty to record the proceedings of the meetings of stockholders, the Board of Directors and any committees in a book to be kept for that purpose and shall have custody of the corporate seal of the Corporation with the authority to affix such seal to any instrument requiring it. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his duties.

ARTICLE VI
Indemnification of Directors, Officers,
Employees and Other Corporate Agents

        Section 6.1 Indemnification of Directors and Officers. The Corporation shall indemnify, in the manner and to the fullest extent permitted by the Delaware General Corporation Law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action,

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suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

        Section 6.2 Indemnification of Others. The Corporation may indemnify, in the manner and to the fullest extent permitted by the Delaware General Corporation Law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the Corporation, or is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding.

        Section 6.3 Advance of Expenses. Costs and expenses (including attorneys' fees) incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.1 or for which indemnification is permitted pursuant to Section 6.2 may be paid by the Corporation in advance of the final disposition of such matter, if the indemnified party undertakes in writing to repay any such advances in the event that it is ultimately determined that he is not entitled to indemnification.

        Section 6.4 Non-Exclusivity. The right of indemnity and advancement of expenses provided herein shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. Any agreement for indemnification of or advancement of expenses to any director, officer, employee or agent or other person may provide rights of indemnification or advancement of expenses which are broader or otherwise different from those set forth herein.

        Section 6.5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a member of any committee or similar body against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or nor the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI or applicable law.

        Section 6.6 Inclusion of Constituent Corporation. For purposes of this Article VI, references to "the Corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, employees and agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

        Section 6.7 Inclusion of Other Terms. For purposes of this Article VI, reference to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation" shall include any services as a director, officer, employee or agent of the

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Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any employee benefit plan, its participants, or beneficiaries.

        Section 6.8 Continuation of Indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI may, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and may inure to the benefit of the heirs, executors and administrators of such a person.

        Section 6.9 Amendments. Any repeal or modification of this Article VI shall only be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any director, officer, employee or agent of the Corporation.

ARTICLE VII
Stock

        Section 7.1 Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board, if any, or the Chief Executive Officer, or the President, or a Vice President, and by the Treasurer or Chief Financial Officer or an Assistant Treasurer or Assistant Chief Financial Officer, if any, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. Any or all signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if be were such officer, transfer agent or registrar at the date of issue.

        Section 7.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VIII
Miscellaneous

        Section 8.1 Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

        Section 8.2 Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

        Section 8.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation

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or these Bylaws. Unless either proper notice of a meeting of the Board of Directors, or any committee thereof, has been given or else the persons entitled thereto have waived such notice (either in writing or by attendance as set forth above), any business transacted at such meeting shall be null and void.

        Section 8.4 Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum, (b) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

        Section 8.5 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

        Section 8.6 Gender. Any reference to the masculine gender in these Bylaws shall be construed to mean the feminine gender, as the situation may demand.

ARTICLE IX
Amendment of Bylaws

        Subject to Section 6.9 hereof and the laws of the State of Delaware, these Bylaws may be amended, altered or repealed and new Bylaws may be adopted (1) by the stockholders of the Corporation at any annual or special meeting of stockholders by the affirmative vote of the stockholders having a majority of the combined voting power of the then outstanding shares of all classes and series of capital stock of the Corporation entitled to vote at such meeting, voting together as a single class, or (2) by the affirmative vote of a majority of the entire Board of Directors, provided, however, that in each case any proposed amendment, alteration or repeal of, or the adoption of any provision inconsistent with, Article II, III or IX of these Bylaws shall require the affirmative vote of the holders of at least two-thirds of the combined voting power of the then outstanding shares of all classes and series of capital stock of the Corporation entitled to vote at any annual or special meeting of stockholders called for such purpose, voting together as a single class.

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Exhibit 3.5

AMENDED AND RESTATED BYLAWS OF FASTCLICK, INC.
ARTICLE I Offices
ARTICLE II Stockholders
ARTICLE III Board of Directors
ARTICLE IV Committees
ARTICLE V Officers
ARTICLE VI Indemnification of Directors, Officers, Employees and Other Corporate Agents
ARTICLE VII Stock
ARTICLE VIII Miscellaneous
ARTICLE IX Amendment of Bylaws

EX-4.3

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Exhibit 4.3

[FACE OF CERTIFICATE]
COMMON STOCK
NUMBER
FC
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
FASTCLICK, INC.
COMMON STOCK
SHARES
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 31188F 10 5
THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ OR NEW YORK, NY
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF
FASTCLICK, INC.

transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Dated:
/S/
CHIEF FINANCIAL OFFICER AND SECRETARY
[SEAL]
/S/
CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED:
EQUISERVE TRUST COMPANY, N.A.
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED SIGNATURE

[REVERSE OF CERTIFICATE]

The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative participating, optional, or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such requests shall be made to the Corporation's Secretary at the principal office of the Corporation.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM—as tenants in common
TEN ENT—as tenants by the entireties
JT TEN—as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT—              Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act

(State)
UNIF TRF MIN ACT—              Custodian (until age
(Cust)
              under Uniform Transfers
(Minor)
to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated
X
X
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed
By
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

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Exhibit 4.3

EX-5.1

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Exhibit 5.1

March 16, 2005

Fastclick, Inc.
360 Olive Street
Santa Barbara, CA 93101

Re:

Registration Statement on Form S-1

Ladies and Gentlemen:

        We have acted as special counsel to Fastclick, Inc., a California corporation ("Fastclick California"), and its wholly owned subsidiary, Fastclick, Inc., a Delaware corporation ("Fastclick Delaware"), which, prior to effectiveness of the Registration Statement (as defined below), will merge with Fastclick California, with Fastclick Delaware being the surviving corporation, in order to effect a reincorporation in the State of Delaware. Fastclick California has filed a registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended, covering the offering for sale of an aggregate of up to 6,500,000 shares of Fastclick Delaware's Common Stock, of which 5,409,205 shares (the "Shares") will be sold by Fastclick Delaware and 1,090,795 shares (the "Selling Stockholder Shares") will be sold by the selling stockholders named therein (the "Selling Stockholders"). This opinion is being furnished in accordance with the requirements of Item 16 of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.

        In connection with this opinion, we have reviewed the Registration Statement, the charter documents of Fastclick California and Fastclick Delaware, the resolutions adopted by the Board of Directors of Fastclick California on March 11, 2005 and such other resolutions, documents, records, certificates, memoranda and other instruments, as we deem necessary as a basis for this opinion. With respect to the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We have also assumed that the merger (the "Merger") of Fastclick California and Fastclick Delaware will be consummated prior to effectiveness of the Registration Statement and that in connection therewith, the Selling Stockholders' shares of Fastclick California will be surrendered in exchange for an equal number of shares of Fastclick Delaware. We also have obtained from the officers of Fastclick Delaware and Fastclick California certificates as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificates without independent investigation.

        Based on the foregoing review, and in reliance thereon, we are of the opinion that (i) the Selling Stockholder Shares, when issued pursuant to the Merger, will be duly authorized, validly issued, fully paid and non-assessable; and (ii) the Shares to be sold by Fastclick Delaware, when issued and sold in the manner contemplated in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.

        We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and the naming of our firm in the "Legal Matters" portion of the Registration Statement.

        We express no opinion as to matters governed by any laws other than the California and Delaware general corporate law.

        This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters.

Respectfully submitted,

/s/  SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Sheppard, Mullin, Richter & Hampton LLP

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Exhibit 5.1

EX-10.6

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Exhibit 10.6

FASTCLICK, INC.
2005 EQUITY INCENTIVE PLAN

1.     Purpose of the Plan. The purpose of this Plan is to encourage ownership in the Company by key personnel whose long-term service is considered essential to the Company's continued progress and, thereby, encourage recipients to act in the stockholders' interest and share in the Company's success.

2.     Definitions. As used herein, the following definitions shall apply:

        "Act" shall mean the Securities Act of 1933, as amended.

        "Administrator" shall mean the Board, any Committees or such delegates as shall be administering the Plan in accordance with Section 4 of the Plan.

        "Affiliate" shall mean any parent or subsidiary of the Company, as determined by the Administrator. The terms "parent" and "subsidiary" shall have the meaning provided for in Rule 405 of the Act.

        "Applicable Laws" shall mean the requirements relating to the administration of stock plans under federal and state laws, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the Company's agreement with such exchange or quotation system and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, to the laws of such jurisdiction.

        "Award" shall mean, individually or collectively, a grant under the Plan of Options, Stock Awards, SARs, or Cash Awards.

        "Awardee" shall mean a Service Provider who has been granted an Award under the Plan.

        "Award Agreement" shall mean an Option Agreement, Stock Award Agreement, SAR Award Agreement, and/or Cash Award Agreement, which may be in written or electronic format, in such form and with such terms as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.

        "Award Transfer Program" shall mean any program instituted by the Administrator which would permit Participants the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator.

        "Board" shall mean the Board of Directors of the Company.

        "Cash Award" shall mean a bonus opportunity awarded under Section 13 pursuant to which a Participant may become entitled to receive an amount based on the satisfaction of such performance criteria as are specified in the agreement or other documents evidencing the Award (the "Cash Award Agreement").

        "Change in Control" shall mean any of the following, unless the Administrator provides otherwise:

        (i)    any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately prior to such transaction);

        (ii)   the sale of all or substantially all of the Company's assets to any other person or entity (other than a wholly-owned subsidiary);

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        (iii)  the acquisition of beneficial ownership of a controlling interest (including, without limitation, power to vote) in the outstanding shares of Common Stock by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act);

        (iv)  the dissolution or liquidation of the Company;

        (v)   a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees cease to constitute a majority of the Board; or

        (vi)  any other event specified by the Board or a Committee, regardless of whether at the time an Award is granted or thereafter.

        Notwithstanding the foregoing, the term "Change in Control" shall not include any under written public offering of Shares registered under the Act.

        "Code" shall mean the Internal Revenue Code of 1986, as amended.

        "Committee" shall mean a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.

        "Common Stock" shall mean the common stock of the Company.

        "Company" shall mean Fastclick, Inc., a Delaware corporation, or its successor.

        "Consultant" shall mean any person engaged by the Company or any Affiliate to render services to such entity as an advisor or consultant.

        "Conversion Award" has the meaning set forth in Section 4(b)(xii) of the Plan.

        "Director" shall mean a member of the Board.

        "Dividend Equivalent" shall mean a credit, made at the discretion of the Administrator, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant.

        "Employee" shall mean a regular, active employee of the Company or any Affiliate, including an Officer and/or Director. Within the limitations of Applicable Law, the Administrator shall have the discretion to determine the effect upon an Award and upon an individual's status as an Employee in the case of (i) any individual who is classified by the Company or its Affiliate as leased from or otherwise employed by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise, (ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment with the Company or an Affiliate or between the Company and any Affiliate or between any Affiliates, (iv) any change in the Awardee's status from an employee to a Consultant or Director, and (v) at the request of the Company or an Affiliate an employee becomes employed by any partnership, joint venture or corporation not meeting the requirements of an Affiliate in which the Company or an Affiliate is a party.

        "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

        "Fair Market Value" shall mean, unless the Administrator determines otherwise, as of any date, the average of the highest and lowest quoted sales prices for such Common Stock as of such date (or if no sales were reported on such date, the average on the last preceding day on which a sale was made), as reported in such source as the Administrator shall determine.

        "Grant Date" shall mean the date upon which an Award is granted to an Awardee pursuant to this Plan.

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        "Incentive Stock Option" shall mean an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

        "Nonstatutory Stock Option" shall mean an Option not intended to qualify as an Incentive Stock Option.

        "Officer" shall mean a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

        "Option" shall mean a right granted under Section 8 of the Plan to purchase a certain number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the Award (the "Option Agreement"). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan.

        "Participant" shall mean the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder.

        "Plan" shall mean this Fastclick, Inc. 2005 Equity Incentive Plan.

        "Qualifying Performance Criteria" shall have the meaning set forth in Section 14(b) of the Plan.

        "Related Corporation" shall mean any parent or subsidiary (as defined in Sections 424(e) and (f) of the Code) of the Company.

        "Service Provider" shall mean an Employee, Director, or Consultant.

        "Share" shall mean a share of the Common Stock, as adjusted in accordance with Section 15 of the Plan.

        "Stock Award" shall mean an award or issuance of Shares or Stock Units made under Section 11 of the Plan, the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued service or performance conditions) and terms as are expressed in the agreement or other documents evidencing the Award (the "Stock Award Agreement").

        "Stock Appreciation Right" or "SAR" shall mean an Award, granted alone or in connection with an Option, that pursuant to Section 12 of the Plan is designated as a SAR. The terms of the SAR are expressed in the agreement or other documents evidencing the Award (the "SAR Agreement").

        "Stock Unit" shall mean a bookkeeping entry representing an amount equivalent to the fair market value of one Share, payable in cash, property or Shares. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator.

        "10% Stockholder" shall mean the owner of stock (as determined under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of stock of the Company (or any Related Corporation).

        "Termination of Service" shall mean ceasing to be a Service Provider. However, for Incentive Stock Option purposes, Termination of Service will occur when the Awardee ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or one of its Related Corporations. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Service.

        "Total and Permanent Disability" shall have the meaning set forth in Section 22(e)(3) of the Code.

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3.     Stock Subject to the Plan.

        (a)   Aggregate Limits.

        (i)    Subject to the adjustments provided for in Section 15 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan through Awards is 800,000 Shares. Notwithstanding the foregoing, the maximum aggregate number of Shares that may be issued under the Plan through Incentive Stock Options is 800,000 Shares, subject to the adjustments provided for in Section 15 of the Plan.

        (ii)   Upon payment in Shares pursuant to the exercise of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment. If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall again be available to grant under the Plan. Notwithstanding the foregoing, the aggregate number of shares of Common Stock that may be issued under the Plan upon the exercise of Incentive Stock Options shall not be increased for restricted Shares that are forfeited or repurchased. Notwithstanding anything in the Plan, or any Award Agreement to the contrary, Shares attributable to Awards transferred under any Award Transfer Program shall not be again available for grant under the Plan. The Shares subject to the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.

        (b)   Code Section 162(m) Limit. Subject to the provisions of Section 15 of the Plan, the aggregate number of Shares subject to Awards granted under this Plan during any calendar year to any one Awardee shall not exceed 80,000, except that in connection with his or her initial service, an Awardee may be granted Awards covering up to an additional 100,000 Shares. Notwithstanding anything to the contrary in the Plan, the limitations set forth in this Section 3(b) shall be subject to adjustment under Section 15 of the Plan only to the extent that such adjustment will not affect the status of any Award intended to qualify as "performance based compensation" under Code Section 162(m).

4.     Administration of the Plan.

        (a)   Procedure.

        (i)    Multiple Administrative Bodies. The Plan shall be administered by the Board, a Committee and/or their delegates.

        (ii)   Section 162. To the extent that the Administrator determines it to be desirable to qualify Awards granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, Awards to "covered employees" within the meaning of Section 162(m) of the Code or Employees that the Committee determines may be "covered employees" in the future shall be made by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code.

        (iii)  Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"), Awards to Officers and Directors shall be made in such a manner to satisfy the requirement for exemption under Rule 16b-3.

        (iv)  Other Administration. The Board or a Committee may delegate to an authorized Officer or Officers of the Company the power to approve Awards to persons eligible to receive Awards under the Plan who are not (A) subject to Section 16 of the Exchange Act or (B) at the time of such approval, "covered employees" under Section 162(m) of the Code.

        (v)   Delegation of Authority for the Day-to-Day Administration of the Plan. Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the

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day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time.

        (b)   Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee or delegates acting as the Administrator, subject to the specific duties delegated to such Committee or delegates, the Administrator shall have the authority, in its discretion:

        (i)    to select the Service Providers of the Company or its Affiliates to whom Awards are to be granted hereunder;

        (ii)   to determine the number of shares of Common Stock to be covered by each Award granted hereunder;

        (iii)  to determine the type of Award to be granted to the selected Service Provider;

        (iv)  to approve the forms of Award Agreements for use under the Plan;

        (v)   to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise and/or purchase price, the time or times when an Award may be exercised (which may or may not be based on performance criteria), the vesting schedule, any vesting and/or exercisability, acceleration or waiver of forfeiture restrictions, the acceptable forms of consideration, the term, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine and may be established at the time an Award is granted or thereafter;

        (vi)  to correct administrative errors;

        (vii) to construe and interpret the terms of the Plan (including sub-plans and Plan addenda) and Awards granted pursuant to the Plan;

        (viii) to adopt rules and procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures. Without limiting the generality of the foregoing, the Administrator is specifically authorized (A) to adopt the rules and procedures regarding the conversion of local currency, withholding procedures and handling of stock certificates which vary with local requirements and (B) to adopt sub-plans and Plan addenda as the Administrator deems desirable, to accommodate foreign laws, regulations and practice;

        (ix)  to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans and Plan addenda;

        (x)   to modify or amend each Award, including, but not limited to, the acceleration of vesting and/or exercisability, provided, however, that any such amendment is subject to Section 16 of the Plan and may not materially impair any outstanding Award unless agreed to in writing by the Participant;

        (xi)  to allow Participants to satisfy withholding tax amounts by electing to have the Company withhold from the Shares to be issued pursuant to an Award that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined in such manner and on such date that the Administrator shall determine or, in the absence of provision otherwise, on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may provide;

        (xii) to authorize conversion or substitution under the Plan of any or all stock options, stock appreciation rights or other stock awards held by service providers of an entity acquired by the Company (the "Conversion Awards"). Any conversion or substitution shall be effective as of the

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close of the merger or acquisition. The Conversion Awards may be Nonstatutory Stock Options or Incentive Stock Options, as determined by the Administrator, with respect to options granted by the acquired entity. Unless otherwise determined by the Administrator at the time of conversion or substitution, all Conversion Awards shall have the same terms and conditions as Awards generally granted by the Company under the Plan;

        (xiii) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

        (xiv) to implement an Award Transfer Program;

        (xv) to determine whether Awards will be settled in Shares, cash or in any combination thereof;

        (xvi) to determine whether Awards will be adjusted for Dividend Equivalents;

        (xvii) to establish a program whereby Service Providers designated by the Administrator can reduce compensation otherwise payable in cash in exchange for Awards under the Plan;

        (xviii) to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including, without limitation, (A) restrictions under an insider trading policy and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;

        (xix) to provide, either at the time an Award is granted or by subsequent action, that an Award shall contain as a term thereof, a right, either in tandem with the other rights under the Award or as an alternative thereto, of the Participant to receive, without payment to the Company, a number of Shares, cash or a combination thereof, the amount of which is determined by reference to the value of the Award; and

        (xx) to make all other determinations deemed necessary or advisable for administering the Plan and any Award granted hereunder.

        (c)   Effect of Administrator's Decision. All decisions, determinations and interpretations by the Administrator regarding the Plan, any rules and regulations under the Plan and the terms and conditions of any Award granted hereunder, shall be final and binding on all Participants. The Administrator shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including, without limitation, the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select.

5.     Eligibility. Awards may be granted to Service Providers of the Company or any of its Affiliates.

6.     Term of Plan. The Plan shall become effective upon its approval by stockholders of the Company. It shall continue in effect for a term of ten years from the date the Plan is approved by stockholders of the Company unless terminated earlier under Section 16 of the Plan.

7.     Term of Award. The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten years from the Grant Date or such shorter term as may be provided in the Award Agreement.

8.     Options. The Administrator may grant an Option or provide for the grant of an Option, either from time to time in the discretion of the Administrator or automatically upon the occurrence of specified events, including, without limitation, the achievement of performance goals, and for the satisfaction of an event or condition within the control of the Awardee or within the control of others.

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        (a)   Option Agreement. Each Option Agreement shall contain provisions regarding (i) the number of Shares that may be issued upon exercise of the Option, (ii) the type of Option, (iii) the exercise price of the Shares and the means of payment for the Shares, (iv) the term of the Option, (v) such terms and conditions on the vesting and/or exercisability of an Option as may be determined from time to time by the Administrator, (vi) restrictions on the transfer of the Option and forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with this Plan, as may be determined from time to time by the Administrator.

        (b)   Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option shall be determined by the Administrator, subject to the following:

        (i)    In the case of an Incentive Stock Option, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date. Notwithstanding the foregoing, if any Employee to whom an Incentive Stock Option is granted is a 10% Stockholder, then the exercise price shall not be less than 110% of the Fair Market Value of a share of Common Stock on the Grant Date.

        (ii)   In the case of a Nonstatutory Stock Option, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date. The per Share exercise price may also vary according to a predetermined formula; provided, that the exercise price never falls below 100% of the Fair Market Value per Share on the Grant Date. In the case of a Nonstatutory Stock Option intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date.

        (iii)  Notwithstanding the foregoing, at the Administrator's discretion, Conversion Awards may be granted in substitution and/or conversion of options of an acquired entity, with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of such substitution and/or conversion. The terms of the Conversion Awards shall be determined by the Administrator in accordance with the rules provided for in Code Section 424(a).

        (c)   Vesting Period and Exercise Dates. Options granted under this Plan shall vest and/or be exercisable at such time and in such installments during the period prior to the expiration of the Option's term as determined by the Administrator. The Administrator shall have the right to make the timing of the ability to exercise any Option granted under this Plan subject to continued service, the passage of time and/or such performance requirements as deemed appropriate by the Administrator. At any time after the grant of an Option, the Administrator may reduce or eliminate any restrictions surrounding any Participant's right to exercise all or part of the Option.

        (d)   Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment, either through the terms of the Option Agreement or at the time of exercise of an Option. Acceptable forms of consideration may include:

        (i)    cash;

        (ii)   check or wire transfer;

        (iii)  subject to any conditions or limitations established by the Administrator, other Shares which (A) in the case of Shares acquired upon the exercise of an Option, have been owned by the Participant for more than six months (or such other period of time, as required by the applicable accounting requirements) on the date of surrender or attestation and (B) have a Fair Market Value on the date of surrender or attestation that doesn't exceed the aggregate exercise price of the Shares as to which said Option shall be exercised;

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        (iv)  consideration received by the Company under a broker-assisted sale and remittance program acceptable to the Administrator to the extent that this procedure would not violate Section 402 of the Sarbanes-Oxley Act of 2002, as amended;

        (v)   such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or

        (vi)  any combination of the foregoing methods of payment.

        (e)   Buyout Provisions. The Administrator may at any time offer to buy out for a payment in Shares an Option previously granted based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such offer is made.

9.     Incentive Stock Option Limitations.

        (a)   Eligibility. Only employees (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or any of its Related Corporations may be granted Incentive Stock Options.

        (b)   $100,000 Limitation. Notwithstanding the designation "Incentive Stock Option" in an Option Agreement, if the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Awardee during any calendar year (under all plans of the Company and any of its Related Corporations) exceeds $100,000, then the portion of such Options that exceeds $100,000 shall be treated as Nonstatutory Stock Options. An Incentive Stock Option is considered to be first exercisable during a calendar year if the Incentive Stock Option will become exercisable at any time during the year, assuming that any condition on the Awardee's ability to exercise the Incentive Stock Option related to the performance of services is satisfied. If the Awardee's ability to exercise the Incentive Stock Option in the year is subject to an acceleration provision, then the Incentive Stock Option is considered first exercisable in the calendar year in which the acceleration provision is triggered. For purposes of this Section 9(b), Incentive Stock Options shall be taken into account in the order in which they were granted. However, because an acceleration provision is not taken into account prior to its triggering, an Incentive Stock Option that becomes exercisable for the first time during a calendar year by operation of such provision does not affect the application of the $100,000 limitation with respect to any Incentive Stock Option (or portion thereof) exercised prior to such acceleration. The Fair Market Value of the Shares shall be determined as of the Grant Date.

        (c)   Leave of Absence. For purposes of Incentive Stock Options, no leave of absence may exceed three months, unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company or a Related Corporation is not so provided by statute or contract, an Awardee's employment with the Company shall be deemed terminated on the first day immediately following such three month period of leave for Incentive Stock Option purposes and any Incentive Stock Option granted to the Awardee shall cease to be treated as an Incentive Stock Option and shall terminate upon the expiration of the three month period following the date the employment relationship is deemed terminated.

        (d)   Transferability. The Option Agreement must provide that an Incentive Stock Option cannot be transferable by the Awardee otherwise than by will or the laws of descent and distribution, and, during the lifetime of such Awardee, must not be exercisable by any other person. Notwithstanding the foregoing, the Administrator, in its sole discretion, may allow the Awardee to transfer his or her Incentive Stock Option to a trust where under Section 671 of the Code and other Applicable Law, the Awardee is considered the sole beneficial owner of the Option while it is held in the trust. If the terms of an Incentive Stock Option are amended to permit transferability, the Option will be treated for tax purposes as a Nonstatutory Stock Option.

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        (e)   Exercise Price. The per Share exercise price of an Incentive Stock Option shall be determined by the Administrator in accordance with Section 8(b)(i) of the Plan.

        (f)    10% Stockholder. If any Employee to whom an Incentive Stock Option is granted is a 10% Stockholder, then the Option term shall not exceed five years measured from the date of grant of such Option.

        (g)   Other Terms. Option Agreements evidencing Incentive Stock Options shall contain such other terms and conditions as may be necessary to qualify, to the extent determined desirable by the Administrator, with the applicable provisions of Section 422 of the Code.

10.   Exercise of Option.

        (a)   Procedure for Exercise; Rights as a Stockholder.

        (i)    Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the respective Award Agreement.

        (ii)   An Option shall be deemed exercised when the Company receives (A) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option; (B) full payment for the Shares with respect to which the related Option is exercised; and (C) with respect to Nonstatutory Stock Options, payment of all applicable withholding taxes.

        (iii)  Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Unless provided otherwise by the Administrator or pursuant to this Plan, until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option.

        (iv)  The Company shall issue (or cause to be issued) such Shares as soon as administratively practicable after the Option is exercised. An Option may not be exercised for a fraction of a Share.

        (b)   Effect of Termination of Service on Options.

        (i)    Generally. Unless otherwise provided for by the Administrator, if a Participant ceases to be a Service Provider, other than upon the Participant's death or Total and Permanent Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the vested portion of the Option will remain exercisable for three months following the Participant's termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

        (ii)   Disability of Awardee. Unless otherwise provided for by the Administrator, if a Participant ceases to be a Service Provider as a result of the Participant's Total and Permanent Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later

9

than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve months following the Participant's termination. Unless otherwise provided by the Administrator, if at the time of disability the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

        (iii)  Death of Awardee. Unless otherwise provided for by the Administrator, if a Participant dies while a Service Provider, the Option may be exercised following the Participant's death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant's designated beneficiary, provided such beneficiary has been designated prior to Participant's death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant's estate or by the person(s) to whom the Option is transferred pursuant to the Participant's will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve months following Participant's death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

11.   Stock Awards.

        (a)   Stock Award Agreement. Each Stock Award Agreement shall contain provisions regarding (i) the number of Shares subject to such Stock Award or a formula for determining such number, (ii) the purchase price of the Shares, if any, and the means of payment for the Shares, (iii) the performance criteria, if any, and level of achievement versus these criteria that shall determine the number of Shares granted, issued, retained and/or vested, (iv) such terms and conditions on the grant, issuance, vesting and/or forfeiture of the Shares as may be determined from time to time by the Administrator, (v) restrictions on the transferability of the Stock Award and (vi) such further terms and conditions in each case not inconsistent with this Plan as may be determined from time to time by the Administrator.

        (b)   Restrictions and Performance Criteria. The grant, issuance, retention and/or vesting of each Stock Award may be subject to such performance criteria and level of achievement versus these criteria as the Administrator shall determine, which criteria may be based on financial performance, personal performance evaluations and/or completion of service by the Awardee.

        Notwithstanding anything to the contrary herein, the performance criteria for any Stock Award that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code shall be established by the Administrator based on one or more Qualifying Performance Criteria selected by the Administrator and specified in writing.

        (c)   Forfeiture. Unless otherwise provided for by the Administrator, upon the Awardee's Termination of Service, the unvested Stock Award and the Shares subject thereto shall be forfeited, provided that to the extent that the Participant purchased any Shares pursuant to such Stock Award, the Company shall have a right to repurchase the unvested portion of such Shares at the original price paid by the Participant.

        (d)   Rights as a Stockholder. Unless otherwise provided by the Administrator, the Participant shall have the rights equivalent to those of a stockholder and shall be a stockholder only after Shares are

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issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) to the Participant. Unless otherwise provided by the Administrator, a Participant holding Stock Units shall be entitled to receive dividend payments as if he or she was an actual stockholder.

12.   Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a SAR may be granted to a Service Provider at any time and from time to time as determined by the Administrator in its sole discretion.

        (a)   Number of SARs. The Administrator shall have complete discretion to determine the number of SARs granted to any Service Provider.

        (b)   Exercise Price and Other Terms. The per SAR exercise price shall be no less than 100% of the Fair Market Value per Share on the Grant Date. The Administrator, subject to the provisions of the Plan, shall have complete discretion to determine the other terms and conditions of SARs granted under the Plan.

        (c)   Exercise of SARs. SARs shall be exercisable on such terms and conditions as the Administrator, in its sole discretion, shall determine.

        (d)   SAR Agreement. Each SAR grant shall be evidenced by a SAR Agreement that will specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, shall determine.

        (e)   Expiration of SARs. A SAR granted under the Plan shall expire upon the date determined by the Administrator, in its sole discretion, and set forth in the SAR Agreement. Notwithstanding the foregoing, the rules of Section 10(b) will also apply to SARs.

        (f)    Payment of SAR Amount. Upon exercise of a SAR, the Participant shall be entitled to receive a payment from the Company in an amount equal to the difference between the Fair Market Value of a Share on the date of exercise over the exercise price of the SAR. This amount shall be paid in Shares of equivalent value.

13.   Cash Awards. Each Cash Award will confer upon the Participant the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a performance period.

        (a)   Cash Award. Each Cash Award shall contain provisions regarding (i) the performance goal(s) and maximum amount payable to the Participant as a Cash Award, (ii) the performance criteria and level of achievement versus these criteria which shall determine the amount of such payment, (iii) the period as to which performance shall be measured for establishing the amount of any payment, (iv) the timing of any payment earned by virtue of performance, (v) restrictions on the alienation or transfer of the Cash Award prior to actual payment, (vi) forfeiture provisions, and (vii) such further terms and conditions, in each case not inconsistent with the Plan, as may be determined from time to time by the Administrator. The maximum amount payable as a Cash Award that is settled for cash may be a multiple of the target amount payable, but the maximum amount payable pursuant to that portion of a Cash Award granted under this Plan for any fiscal year to any Awardee that is intended to satisfy the requirements for "performance based compensation" under Section 162(m) of the Code shall not exceed $2,000,000.

        (b)   Performance Criteria. The Administrator shall establish the performance criteria and level of achievement versus these criteria which shall determine the target and the minimum and maximum amount payable under a Cash Award, which criteria may be based on financial performance and/or personal performance evaluations. The Administrator may specify the percentage of the target Cash Award that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code. Notwithstanding anything to the contrary herein, the performance criteria

11

for any portion of a Cash Award that is intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the Code shall be a measure established by the Administrator based on one or more Qualifying Performance Criteria selected by the Administrator and specified in writing.

        (c)   Timing and Form of Payment. The Administrator shall determine the timing of payment of any Cash Award. The Administrator may specify the form of payment of Cash Awards, which may be cash or other property, or may provide for an Awardee to have the option for his or her Cash Award, or such portion thereof as the Administrator may specify, to be paid in whole or in part in cash or other property.

        (d)   Termination of Service. The Administrator shall have the discretion to determine the effect of a Termination of Service on any Cash Award due to (i) disability, (ii) retirement, (iii) death, (iv) participation in a voluntary severance program, or (v) participation in a work force restructuring.

14.   Other Provisions Applicable to Awards.

        (a)   Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by beneficiary designation, will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. The Administrator may make an Award transferable to an Awardee's family member or any other person or entity. If the Administrator makes an Award transferable, either at the time of grant or thereafter, such Award shall contain such additional terms and conditions as the Administrator deems appropriate, and any transferee shall be deemed to be bound by such terms upon acceptance of such transfer.

        (b)   Qualifying Performance Criteria. For purposes of this Plan, the term "Qualifying Performance Criteria" shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years' results or to a designated comparison group, in each case as specified by the Committee in the Award: (i) cash flow; (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average stockholders' equity; (vii) total stockholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) contract awards or backlog; (xix) overhead or other expense reduction; (xx) growth in stockholder value relative to the moving average of the S&P 500 Index or a peer group index; (xxi) credit rating; (xxii) strategic plan development and implementation; (xxiii) improvement in workforce diversity, (xxiv) EBITDA, and (xxv) any other similar criteria. The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) litigation or claim judgments or settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; and (E) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial condition and results of operations appearing in the Company's annual report to stockholders for the applicable year.

        (c)   Certification. Prior to the payment of any compensation under an Award intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the Committee shall certify the extent to which any Qualifying Performance Criteria and any other material terms under such Award

12

have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock).

        (d)   Discretionary Adjustments Pursuant to Section 162(m). Notwithstanding satisfaction or any completion of any Qualifying Performance Criteria, to the extent specified at the time of grant of an Award to "covered employees" within the meaning of Section 162(m) of the Code, the number of Shares, Options or other benefits granted, issued, retained and/or vested under an Award on account of satisfaction of such Qualifying Performance Criteria may be reduced by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine.

        (e)   Section 409A. Notwithstanding anything in the Plan to the contrary, it is the intent of the Company that all Awards granted under this Plan shall not cause an imposition of the additional taxes provided for in Section 409A(a)(1)(B) of the Code.

15.   Adjustments upon Changes in Capitalization, Dissolution, Merger or Asset Sale.

        (a)   Changes in Capitalization. Subject to any required action by the stockholders of the Company, (i) the number and kind of Shares covered by each outstanding Award, and the number and kind of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, (ii) the price per Share subject to each such outstanding Award, and (iii) the Share limitations set forth in Section 3 of the Plan, may be appropriately adjusted if any change is made in the Common Stock subject to the Plan, or subject to any Award, without the receipt of consideration by the Company through a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, merger, consolidation, reorganization, recapitalization, reincorporation, spin-off, dividend in property other than cash, liquidating dividend, extraordinary dividends or distributions, combination of shares, exchange of shares, change in corporate structure or other transaction effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator in its sole discretion, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

        (b)   Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for an Option to be fully vested and exercisable until ten days prior to such transaction. In addition, the Administrator may provide that any restrictions on any Award shall lapse prior to the transaction, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed transaction.

        (c)   Change in Control. In the event there is a Change in Control of the Company, as determined by the Board or a Committee, the Board or Committee, or board of directors of any surviving entity or acquiring entity may, in its discretion, (i) provide for the assumption, continuation or substitution (including an award to acquire substantially the same type of consideration paid to the shareholder in the transaction in which the Change in Control occurs) of, or adjustment to, all or any part of the Awards; (ii) accelerate the vesting of all or any part of the Options and SARs and terminate any restrictions on all or any part of the Stock Awards or Cash Awards; (iii) provide for the cancellation of all or any part of the Awards for a cash payment to the Participants; and (iv) provide for the cancellation of all or any part of the Awards as of the closing of the Change in Control; provided, that the Participants are notified that they must exercise or redeem their Awards (including, at the

13

discretion of the Board or Committee, any unvested portion of such Award) at or prior to the closing of the Change in Control.

16.   Amendment and Termination of the Plan.

        (a)   Amendment and Termination. The Administrator may amend, alter or discontinue the Plan or any Award Agreement, but any such amendment shall be subject to approval of the stockholders of the Company in the manner and to the extent required by Applicable Law.

        (b)   Effect of Amendment or Termination. No amendment, suspension or termination of the Plan shall impair the rights of any Award, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator's ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

        (c)   Effect of the Plan on Other Arrangements. Neither the adoption of the Plan by the Board or a Committee nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or any Committee to adopt such other incentive arrangements as it or they may deem desirable, including, without limitation, the granting of restricted stock or stock options otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

17.   Designation of Beneficiary.

        (a)   An Awardee may file a written designation of a beneficiary who is to receive the Awardee's rights pursuant to Awardee's Award or the Awardee may include his or her Awards in an omnibus beneficiary designation for all benefits under the Plan. To the extent that Awardee has completed a designation of beneficiary such beneficiary designation shall remain in effect with respect to any Award hereunder until changed by the Awardee to the extent enforceable under Applicable Law.

        (b)   Such designation of beneficiary may be changed by the Awardee at any time by written notice. In the event of the death of an Awardee and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Awardee's death, the Company shall allow the executor or administrator of the estate of the Awardee to exercise the Award, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may allow the spouse or one or more dependents or relatives of the Awardee to exercise the Award to the extent permissible under Applicable Law.

18.   No Right to Awards or to Service. No person shall have any claim or right to be granted an Award and the grant of any Award shall not be construed as giving an Awardee the right to continue in the service of the Company or its Affiliates. Further, the Company and its Affiliates expressly reserve the right, at any time, to dismiss any Service Provider or Awardee at any time without liability or any claim under the Plan, except as provided herein or in any Award Agreement entered into hereunder.

19.   Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. Notwithstanding anything in the Plan to the contrary, it is the intent of the Company that the Plan shall be administered so that the additional taxes provided for in Section 409A(a)(1)(B) of the Code are not imposed.

20.   Inability to Obtain Authority. To the extent the Company is unable to or the Administrator deems that it is not feasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, the Company shall be relieved of any liability with respect to the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

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21.   Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

22.   Notice. Any written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective when received.

23.   Governing Law; Interpretation of Plan and Awards.

        (a)   This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the state of California.

        (b)   In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

        (c)   The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect.

        (d)   The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

        (e)   All questions arising under the Plan or under any Award shall be decided by the Administrator in its total and absolute discretion. In the event the Participant believes that a decision by the Administrator with respect to such person was arbitrary or capricious, the Participant may request arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Administrator's decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator's decision, and the Awardee shall as a condition to the receipt of an Award be deemed to explicitly waive any right to judicial review.

24.   Limitation on Liability. The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to:

        (a)   The Non-Issuance of Shares. The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any shares hereunder; and

        (b)   Tax Consequences. Any tax consequence expected, but not realized, by any Participant, Employee, Awardee or other person due to the receipt, exercise or settlement of any Option or other Award granted hereunder.

25.   Unfunded Plan. Insofar as it provides for Awards, the Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Awardees who are granted Stock Awards under this Plan, any such accounts will be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets which may at any time be represented by Awards, nor shall this Plan be construed as providing for such segregation, nor shall the Company nor the Administrator be deemed to be a trustee of stock or cash to be awarded under the Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon any contractual obligations which may be created by the Plan; no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Administrator shall be required to give any security or bond for the performance of any obligation which may be created by this Plan.

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        IN WITNESS WHEREOF, the Company, by its duly authorized officer, has executed this Plan, effective as of                        , 2005.

	Fastclick, Inc., a Delaware corporation
Date:            , 2005
	By:
	Its:

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Exhibit 10.6

FASTCLICK, INC. 2005 EQUITY INCENTIVE PLAN

EX-10.11

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Exhibit 10.11

INDEMNIFICATION AGREEMENT

        THIS AGREEMENT is entered into, effective as            , 2005 of by and between Fastclick, Inc., a Delaware corporation (the "Company"), and INDEMNITEE ("Indemnitee").

        WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

        WHEREAS, Indemnitee is a director and/or officer of the Company;

        WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations;

        WHEREAS, the Certificate of Incorporation and Bylaws of the Company require the Company to indemnify and advance expenses to its directors and officers to the fullest extent permitted under Delaware law, and the Indemnitee has been serving and continues to serve as a director and/or officer of the Company in part in reliance on the Company's Certificate of Incorporation and Bylaws; and

        WHEREAS, in recognition of Indemnitee's need for (i) substantial protection against personal liability based on Indemnitee's reliance on the aforesaid Certificate of Incorporation and Bylaws, (ii) specific contractual assurance that the protection promised by the Certificate of Incorporation and Bylaws will be available to Indemnitee (regardless of, among other things, any amendment to or revocation of the Certificate of Incorporation and Bylaws or any change in the composition of the Company's Board of Directors or acquisition transaction relating to the Company), and (iii) an inducement to provide effective services to the Company as a director and/or officer, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted under Delaware law and as set forth in this Agreement, and, to the extent insurance is maintained, to provide for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies.

        NOW, THEREFORE, in consideration of the above premises and of Indemnitee continuing to serve the Company directly or, at its request, with another enterprise, and intending to be legally bound hereby, the parties agree as follows:

1.

Certain Definitions:

(a)

Board: the Board of Directors of the Company.

(b)

Affiliate: any corporation or other person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

(c)

Change in Control: shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and other than any person holding shares of the Company on the date that the Company first registers its common stock under the Exchange Act or any transferee of such individual if such transferee is a spouse or lineal descendant of the transferee or a trust for the benefit of the individual, his spouse or lineal descendants), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the total voting power represented

1

by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (²/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company's assets.

(d)

Expenses: any expense, liability, or loss, including attorneys' fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, and all other costs and obligations, paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding relating to any Indemnifiable Event.



(e)

Indemnifiable Event: any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or officer of the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company, as described above.



(f)

Independent Counsel: the person or body appointed in connection with Section 3.



(g)

Proceeding: any threatened, pending, or completed action, suit, or proceeding or any alternative dispute resolution mechanism (including an action by or in the right of the Company), or any inquiry, hearing, or investigation, whether conducted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other.



(h)

Reviewing Party: the person or body appointed in accordance with Section 3.



(i)

Voting Securities: any securities of the Company that vote generally in the election of directors.

2.

Agreement to Indemnify.

(a)

General Agreement. In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses to the fullest extent permitted by

2

law, as the same exists or may hereafter be amended or interpreted (but in the case of any such amendment or interpretation, only to the extent that such amendment or interpretation permits the Company to provide broader indemnification rights than were permitted prior thereto). The parties hereto intend that this Agreement shall provide for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Company's Certificate of Incorporation, its Bylaws, vote of its shareholders or disinterested directors, or applicable law.

(b)

Initiation of Proceeding. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.



(c)

Expense Advances. If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"); provided that, (i) such an Expense Advance shall be made only upon delivery to the Company of an undertaking by or on behalf of the Indemnitee to repay the amount thereof if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, and (ii) if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding, and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.



(d)

Mandatory Indemnification. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.



(e)

Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.



(f)

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act, or similar provisions of any federal, state, or local laws.

3

3.

Reviewing Party. Prior to any Change in Control, the Reviewing Party shall be any appropriate person or body consisting of a member or members of the Board or any other person or body appointed by the Board who is not a party to the particular Proceeding with respect to which Indemnitee is seeking indemnification; after a Change in Control, the Independent Counsel referred to below shall become the Reviewing Party. With respect to all matters arising after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or under applicable law or the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Company or the Indemnitee (other than in connection with indemnification matters) within the last five years. The Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee should be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Counsel and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the engagement of Independent Counsel pursuant hereto.

4.

Indemnification Process and Appeal.

(a)

Indemnification Payment. Indemnitee shall be entitled to indemnification of Expenses, and shall receive payment thereof, from the Company in accordance with this Agreement as soon as practicable after Indemnitee has made written demand on the Company for indemnification, unless the Reviewing Party has given a written opinion to the Company that Indemnitee is not entitled to indemnification under applicable law.

(b)

Suit to Enforce Rights. Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within thirty days after making a demand in accordance with Section 4(a), Indemnitee shall have the right to enforce its indemnification rights under this Agreement by commencing litigation in any court in the State of California or the State of Delaware having subject matter jurisdiction thereof seeking an initial determination by the court or challenging any determination by the Reviewing Party or any aspect thereof. The Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party not challenged by the Indemnitee shall be binding on the Company and Indemnitee. The remedy provided for in this Section 4 shall be in addition to any other remedies available to Indemnitee at law or in equity.

(c)

Defense to Indemnification, Burden of Proof, and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Expenses incurred in defending a Proceeding in advance of its final disposition where the required undertaking has been tendered to the Company) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action by Indemnitee that indemnification of the claimant is proper under the

4

circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or Company (including its Board, independent legal counsel, or its stockholders) that the Indemnitee had not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

5.

Indemnification for Expenses Incurred in Enforcing Rights. The Company shall indemnify Indemnitee against any and all Expenses that are incurred by Indemnitee in connection with any action brought by Indemnitee for

(i)

indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or under applicable law or the Company's Certificate of Incorporation or Bylaws now or hereafter in effect relating to indemnification for Indemnifiable Events, and/or

(ii)

recovery under directors' and officers' liability insurance policies maintained by the Company, but only in the event that Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing Expenses to Indemnitee, subject to and in accordance with Section 2(c).

6.

Notification and Defense of Proceeding.

(a)

Notice. Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Company from any liability that it may have to Indemnitee, except as provided in Section 6(c).

(b)

Defense. With respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof, the Company will be entitled to participate in the Proceeding at its own expense and except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any Proceeding, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of such Proceeding other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ legal counsel in such Proceeding, but all Expenses related thereto incurred after notice from the Company of its assumption of the defense shall be at Indemnitee's expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of the Proceeding, (iii) after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) the Company shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the determination provided for in (ii), (iii) and (iv) above.

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(c)

Settlement of Claims. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company's written consent, such consent not to be unreasonably withheld; provided, however, that if a Change in Control has occurred (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation on Indemnitee without Indemnitee's written consent. The Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action; the Company's liability hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement.

7.

Establishment of Trust. In the event of a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) the Company shall, upon written request by Indemnitee, create a Trust for the benefit of the Indemnitee and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, participating in, and/or defending any Proceeding relating to an Indemnifiable Event. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Independent Counsel. The terms of the Trust shall provide that (i) the Trust shall not be revoked or the principal thereof invaded without the written consent of the Indemnitee, (ii) the Trustee shall advance, within ten business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the same circumstances for which the Indemnitee would be required to reimburse the Company under Section 2(c) of this Agreement), (iii) the Trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in the Trust shall revert to the Company upon a final determination by the Independent Counsel or a court of competent jurisdiction, as the case may be, that the Indemnitee has been fully indemnified under the terms of this Agreement. The Trustee shall be chosen by the Indemnitee. Nothing in this Section 7 shall relieve the Company of any of its obligations under this Agreement. All income earned on the assets held in the Trust shall be reported as income by the Company for federal, state, local, and foreign tax purposes. The Company shall pay all costs of establishing and maintaining the Trust and shall indemnify the Trustee against any and all expenses (including attorneys' fees), claims, liabilities, loss, and damages arising out of or relating to this Agreement or the establishment and maintenance of the Trust.

8.

Non-Exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company's Certificate of Incorporation, Bylaws, applicable law, or otherwise; provided, however, that this Agreement shall supersede any prior indemnification agreement between the Company and the Indemnitee. To the extent that a change in applicable law (whether by statute or judicial decision) permits greater indemnification than would be afforded currently under the Company's Certificate of Incorporation, Bylaws, applicable law, or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change.

9.

Liability Insurance. To the extent the Company maintains an insurance policy or policies providing general and/or directors' and officers' liability insurance, Indemnitee shall be covered by such

6

policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

10.

Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company or any Affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, or such longer period as may be required by state law under the circumstances. Any claim or cause of action of the Company or its Affiliate shall be extinguished and deemed released unless asserted by the timely filing and notice of a legal action within such period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.

11.

Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

12.

Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

13.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder.

14.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even though he may have ceased to serve in such capacity at the time of any Proceeding.

15.

Severability. If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law.

Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable.

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16.

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such State without giving effect to its principles of conflicts of laws.

17.

Notices. All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

Fastclick, Inc.
360 Olive Street
Santa Barbara, CA 93101
Attention: Chief Executive Officer

and to Indemnitee at:

INDEMNITEE:
In care of:
Fastclick, Inc.
360 Olive Street
Santa Barbara, CA 93101

Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of hand delivery or on the third business day after mailing.

18.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signatures appear on the following page]

8

        IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the day specified above.

FASTCLICK, INC. a Delaware corporation
By:
	Name: Title:
INDEMNITEE

9

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Exhibit 10.11

INDEMNIFICATION AGREEMENT

EX-10.12

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Exhibit 10.12

BONUS PLAN

        On February 2, 2005, our board of directors established a bonus plan under which officers and salaried employees will be eligible to receive cash bonuses, payable quarterly, in an amount to be determined by the board of directors. The potential maximum target bonus amounts will be determined annually by the board of directors in its sole discretion. Individual bonuses may be paid quarterly only upon the board of directors' review and approval. In making its quarterly bonus determinations, the board, in its discretion, will consider a number of factors including corporate performance for the most recent quarter, as well as individual performance based on quarterly performance reviews. The goals for each officer and salaried employee will be determined at the board of directors' discretion on an annual basis.

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Exhibit 10.12

BONUS PLAN

EX-23.1

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Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated January 28, 2005, (except Note 15, as to which date is March 11, 2005) in the Registration Statement (Form S-1 No. 333-121528) and related Prospectus of Fastclick, Inc. for the registration of shares of its common stock.

	ERNST & YOUNG LLP
Los Angeles, CA

        The foregoing consent is in the form that will be signed upon the completion of the restatement of capital accounts described in Note 15 to the financial statements.

/s/ ERNST & YOUNG LLP

Los Angeles, California
March 14, 2005

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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-24.2

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Exhibit 24.2

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kurt A. Johnson and Fred J. Krupica, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to Fastclick, Inc.'s registration statement on Form S-1, filed on December 22, 2004, as subsequently amended, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 1st day of March, 2005.

/s/  MASSOUD ENTEKHABI Massoud Entekhabi
Director

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Exhibit 24.2

EX-24.3

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Exhibit 24.3

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Kurt A. Johnson and Fred J. Krupica, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to Fastclick, Inc.'s registration statement on Form S-1, filed on December 22, 2004, as subsequently amended, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14^th day of March, 2005.

/s/  JOHN PLEASANTS John Pleasants
Director

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Exhibit 24.3

CORRESP

[SHEPPARD MULLIN LETTERHEAD]

	Writer's Direct Line: 805-879-1813 thopkins@sheppardmullin.com
March 16, 2005
	Our File No: 04SD-114157

EDGAR Transmission, Facsimile and Overnight Mail

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 0407
Washington, D.C. 20549

Attention: Michele M. Anderson,
Legal Branch Chief

Re:

Fastclick, Inc.
Amendment #3 to Form S-1
File No. 333-121528

Dear Ms. Anderson:

        We are responding to the comments in your letter to Kurt A. Johnson, President and Chief Executive Officer, Fastclick, Inc., dated February 25, 2005. The comments should be read in connection with the enclosed marked to show changes copy of Amendment No. 3 filed on the date hereof (the "Amendment"). We refer to Fastclick, Inc. as "Fastclick" or the "Company."

Use of Proceeds, page 26

1.

We note your response to comment #7. Please quantify the amount intended to be allocated for each purpose you cite in this section. In this regard, you may add appropriate qualifying language stating that the amounts are estimates and are subject to change.

Issuer's Response

We have revised the disclosure in response to your comment. Please see page 26 of the Amendment. We advise you supplementally, however, that the Company has not quantified all the amounts intended to be allocated for each specific purpose cited in the use of proceeds section. Since the Company does not have specific plans for the use of all of the proceeds from the offering, we believe that even qualified language stating that the amounts are estimates and are subject to change would be inaccurate disclosure.

Business, Technology, page 56

2.

We note your response to comment #13; however, it is still unclear what your new technology does. For example, what is a "search engine advertising campaign?" Also, what do you mean that your technology will "remove key words that do not meet an advertiser's campaign objectives?" Please revise this disclosure to more clearly describe what your technology will do.

Issuer's Response

We have revised the disclosure in response to your comment. Please see page 56 of the Amendment.

Executive Compensation, page 65

3.

We note the disclosure of the bonus plan that the board established on February 2, 2005. To the extent possible, provide more specific disclosure about the parameters that you will evaluate in determining whether bonuses are to be paid. Are the bonuses based on revenue levels or earnings goals that can be expressed in qualitative terms?

Issuer's Response

We have revised the disclosure in response to your comment. Please see page 73 of the Amendment.

Underwriting, page 88

4.

As requested in prior comment #16, please ensure that the end of clause (2) is revised to add "and those procedures have not changed."

Issuer's Response

We acknowledge your comment and advise you supplementally that Credit Suisse First Boston LLC and Citigroup Global Markets, Inc. have advised the Company that they will include in their invitation telex to the potential syndicate members the following: "By accepting an allocation from us, you will be deemed to be representing to us that either (1) you are not making an online distribution or (2) if you are making an online distribution, you are following procedures for online distributions previously reviewed by the Securities and Exchange Commission and the Securities and Exchange Commission raised no objection to the procedures reviewed and those procedures have not changed."

Financial Statements

5.

Please tell us if you have issued any stock options since December 31, 2004, and if so, provide us a comparison of the fair value of the common stock on the grant date to your estimated offering price per share.

Issuer's Response

We advise you supplementally that the Company has issued stock options with exercise prices of $5 in January 2005 and $12 in February and March 2005, in each case, as adjusted for a 5-for-1 stock split. This is compared to an initial public offering price of $13 per share, the midpoint of the filing range set forth in the Amendment.

6.

We note your response to comments #19 and #20 and await the revisions that you have committed to make including limiting your pro forma information to the most recent year, as requested in our previous comment #45.

Issuer's Response

We have revised the disclosure in response to your comment. Please see pages 4, 29, 39, F-4, F-11 and F-22 of the Amendment.

        We have provided, under separate cover, courtesy copies of the Amendment to the attention of Reginald A. Norris, Staff Attorney.

Very truly yours,

/s/  C. THOMAS HOPKINS    
C. Thomas Hopkins
for SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

cc:

Kurt A. Johnson
Fred J. Krupica
Reginald A. Norris
Linda G. Michaelson
William H. Hinman Jr.