ValueClick (VCLK)

2.1                                 Organization and Qualification; Subsidiaries, Interests and Joint Ventures.  For purposes of this Article II, unless otherwise specified, all references to the Company in this Article II also include its direct and indirect subsidiaries.  The Company and each of its subsidiaries (as set forth in Section 2.1 of the Company Schedule) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation.  Each of the Company and its subsidiaries has the corporate power to own its properties and to carry on its business as now being conducted and as currently proposed to be conducted.  Each of the Company and its subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which it is required to be so qualified.  Section 2.1 of the Company Schedule sets forth each jurisdiction in which the Company or any subsidiary is qualified, registered, licensed or admitted to do business and separately lists each other jurisdiction in which the Company or any subsidiary owns, uses, licenses or leases material assets or properties or physically conducts business, has employees or engages independent contractors.  The Company has delivered to Parent true and correct copies of the Articles of Incorporation and Bylaws or other organizational and governing documents, as applicable, of the Company and each of its subsidiaries, each as amended to date and currently in effect.  Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Articles of Incorporation or Bylaws or equivalent organizational and governing documents.  The Company does not directly or indirectly own any equity or similar interest and is not a participant in any corporation, partnership, joint venture or other business association or entity, except as disclosed on Exhibit H.

2.2                                 Company Capital Structure.

(a)                                  Authorized and Outstanding Capital Stock.  The authorized capital stock of the Company consists of 100,000 shares of Common Stock, of which 1490 shares are issued and outstanding as of the date hereof, all of which are owned by the Stockholder.  Other than the 1490 shares of Common Stock as set forth above, the Company has no other class or series of capital stock or other equity or voting securities (or rights to acquire the same) issued or outstanding or reserved for issuance, and other than the Common Stock described above, the Company has no other class or series of capital stock or other equity or voting securities authorized.  The Stockholder owns all outstanding shares of Common Stock free and clear of all Liens (as defined below), other than restrictions on transfer imposed by federal or state securities law, and none of such shares are subject to preemptive rights or rights of first refusal created by statute, the Articles of Incorporation or Bylaws of the Company or any oral or written agreement to which the Stockholder is a party or by which the Stockholder or its assets or properties are or may be bound.  Section 2.2(a) of the Company Schedule lists each holder of capital stock of any subsidiary including the number of shares held by each such holder and the state or jurisdiction or residence of the holder as listed in the Company’s (or such subsidiary’s) records.  The Company shall deliver an updated copy of such list current as of the Closing Date.

(b)                                 Status of Outstanding Capital Stock.  All outstanding shares of the capital stock of the Company and each of its subsidiaries are duly authorized, validly issued, fully paid

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