**Exhibit 2.2**

 

**STOCK PURCHASE AGREEMENT**

 

THISAGREEMENT is made as of February      , 2004, byand between livedoor Co., Ltd. (formerly known as Edge Co., Ltd.), a Japanesecorporation (“livedoor”), and ValueClick, Inc., a Delaware corporation (“VC”).

 

Recitals

 

Theparties entered into a Memorandum of Understanding, dated January 29, 2004(“MOU”), that summarized the terms of a proposed purchase and tender offer bylivedoor of the shares of ValueClick Japan, Inc., a Japanese corporation (“VCJ”).  VC is the owner of eighteen thousand sevenhundred and forty-three (18,743) shares with a par value of JPY 50,000 in VCJ(the “ValueClick Shares”).  Infurtherance of the MOU, the parties desire to enter into a binding agreementfor the sale and purchase of the ValueClick Shares and the terms of the tenderoffer.

 

Agreement

 

Inconsideration of the covenants, obligations, agreements, representations andwarranties contained in this Agreement, the parties hereto agree as follows:

 

1.                                       Saleand Purchase of ValueClick Shares.

 

a.                                       Subjectto the terms of this Agreement, VC agrees to sell and transfer the ValueClickShares to livedoor, and livedoor agrees to purchase and accept title to theValueClick Shares from VC. 

 

b.                                      Inconsideration of the purchase of the ValueClick Shares, livedoor shall pay toVC the yen equivalent of Twenty-Four Million United States Dollars($24,000,000) (the “Consideration”).  On February 17,2004, VC entered into a foreign currency agreement with livedoor (the “ForeignCurrency Agreement”) and a forward contract with Union Bank of California (the “ForwardContract”) to permit livedoor to remit to VC 2,542,320,000 yen on or before April 15,2004 which will be equivalent to $24,000,000 under the terms of the ForwardContract.  Under the terms of the ForeignCurrency Agreement, livedoor has agreed to reimburse VC for any loss that itmay incur under the Forward Contract, other than for VC’s breach of itsobligation to sell the ValueClick Shares in connection with the Tender Offerand to pay any amounts necessary to ensure that VC receives yen amountsequivalent to $24,000,000 as consideration for the ValueClick Shares.   The payment of the Consideration to VC shallbe made without deduction or offset of any kind, and other than United Statesincome tax and capital gains tax, livedoor shall be responsible for the paymentof any taxes, including without limitation, any stamp taxes, duties orassessments of any kind (if any) in respect of the sale and transfer of theValueClick Shares by VC. 

 

2.                                       Titleto ValueClick Shares; Adequate Funds. VC is the sole legal and beneficial owner of the ValueClick Shares freeand clear of all liens, encumbrances,

 

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securityinterests, options, claims, charges, and other restrictions, other thanrestrictions imposed by law.  livedoorwill have available, on the Settlement Date, adequate funds to purchase and payfor the Tender Offer Shares and any and all fees, commissions and out-of-pocketcosts and expenses relating to the Tender Offer.

 

3.                                       TenderOffer.  livedoor shall conduct atender offer (“Tender Offer”) for the purchase of all issued and outstandingshares of VCJ (collectively, the “Tender Offer Shares”) in accordance with theterms set out in this Clause 3 and all relevant laws and regulations of Japanand the United States of America:

 

a.                                       livedoorshall publish a public notice of tender offer (“Tender Offer Notice”) for theTender Offer Shares in the Nihon Keizai Shimbun and the Saitama Shimbun on February 23,2004.

 

b.                                      livedooragrees that the Tender Offer Notice shall provide for (i) a tender offer periodcommencing on the date of the Tender Offer Notice and ending on the close ofbusiness on March 22, 2004, and (ii) a settlement date (the “SettlementDate”) of March 29, 2004.

 

c.                                       TheTender Offer shall be for a price per share equal to the JPY 135,642, theequivalent of USD 1,281 calculated based upon the rate of the Forward Contract.

 

d.                                      VC’sobligation to sell and livedoor’s obligation to purchase the ValueClick Sharesin connection with the Tender Offer shall be unconditional, and shall not besubject to  the purchase of any otherTender Offer Shares made by livedoor pursuant to the Tender Offer.  Despite statements in the Tender Offerregistration statement to the contrary, livedoor agrees with VC that it shallnot withdraw from, or cancel, the Tender Offer under any circumstances,except  if VC does not tender theValueClick Shares in connection with the Tender Offer or if, during the periodfrom the date of this Agreement until the Settlement Date, VCJ (1) performs astock swap; (2) undergoes a change of ownership (not including this TenderOffer) (3) performs a sale of assets; (4) undergoes or is a party to a merger;(5) liquidates; (6) files a petition for bankruptcy; (7) is delisted from theTokyo Stock Exchange Mothers, including voluntary delistation; (8) suffers amaterial loss by an act of god.

 

e.                                       livedoorshall be responsible for the payment of any and all fees, commissions andout-of-pocket costs and expenses relating to the Tender Offer, provided that VCshall reimburse to livedoor fifty percent (50%) of all such fees, costs andexpenses, up to a maximum amount of One Hundred Thousand United States Dollars($100,000).

 

f.                                         livedoorshall comply in all respects with the requirements of applicable laws andregulations in connection with the Tender Offer, including without limitation,the obligation to disclose in the Tender Offer Notice the purchase by livedoorof the ValueClick Shares pursuant to the terms of this Agreement.

 

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g.                                      livedoorshall consult with VC before publishing the Tender Offer Notice and theregistration statement relating thereto, or issuing any press release or makingany other governmental or regulatory filing or other public statement withrespect to this Agreement, the Tender Offer or any of the other transactionscontemplated hereby and shall not publish any notice or statement or issue anysuch press release or make any governmental or regulatory filing without theprior consent of VC, which consent shall not be unreasonably withheld ordelayed; provided, however, that livedoor may, without the priorconsent of VC, make such disclosures and statements as may be required byapplicable law or the applicable rules of any stock exchange if it has used itscommercially reasonable efforts to consult with VC and to obtain VC’s consentbut has been unable to do so prior to the time such disclosure or statement isrequired to be published or filed pursuant to such law or rules.

 

4.                                       Settlement.

 

a.                                       VCagrees to the tender of the ValueClick Shares to Nikko Cordial Securities,Inc., livedoor’s agent in connection with the Tender Offer, during the TenderOffer period, for the purpose of the settlement of the sale and transfer of theValueClick Shares on the Settlement Date.

 

b.                                      Onthe Settlement Date, livedoor shall arrange for the payment to VC of theConsideration by wire transfer.

 

c.                                       Onthe Settlement Date, VC shall cause James R. Zarley to resign as a director ofVCJ.

 

5.                                       Furtherassurances; Ongoing Services.

 

a.                                       Uponthe terms and subject to the conditions set forth in this Agreement, each of VCand livedoor agrees to use its commercially reasonable efforts to take, orcause to be taken, all actions and to do, or cause to be done, and to assistand cooperate with the other parties in doing, all things necessary, proper oradvisable to fulfill all conditions applicable to such party pursuant to thisAgreement and to consummate and make effective, in the most expeditious mannerpracticable, the sale and purchase of the Shares, the Tender Offer and theother transactions contemplated by this Agreement, including withoutlimitation, (i) the obtaining of all necessary, proper or advisable actions ornonactions, waivers, consents and approvals from governmental entities and themaking of all necessary, proper or advisable registrations, filings and noticesand the taking of all reasonable steps as may be necessary to obtain anapproval, waiver or exemption from any governmental entity; (ii) the obtainingof all necessary, proper or advisable consents, approvals, waivers orexemptions from non-governmental third parties; and (iii) the execution anddelivery of any additional documents or instruments necessary, proper oradvisable to consummate the transactions contemplated by, and to fully carryout the purposes of, this Agreement.

 

b.                                      Theparties agree that VC shall continue to provide the technology and services toVCJ subject to, and in accordance with, the terms of (i) the Intercompany

 

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TechnologyServices Agreement between VC and VCJ effective as of 1 January 2001, and(ii) the Technology Assignment and Grant Back License Agreement between VC andVCJ dated as of 1 February 2001.

 

6.                                       Notices.  All notices, requests, claims, demands andother communications under this Agreement shall be in writing and shall bedeemed given if delivered personally, sent by overnight courier (providingproof of delivery) to the parties or sent by telecopy (providing confirmationof transmission) at the following addresses or telecopy numbers (or at suchother address or telecopy number for a party as shall be specified by likenotice):

 
| a.     | if to VC, to:                               |
|--------|---------------------------------------------|
|   |                                        |
|   | 4353 Park  Terrace Drive                    |
|   | P.O. Box 5600                               |
|   | Westlake  Village, CA 91361                 |
|   |                                        |
|   | Attn:                                       | Scott P. Barlow |
|   |                                        | General Counsel |
|   | Phone:  818-575-4510                   |
|   | Fax:  818-575-4508                     |
|   |                                        |
| b.     | if to livedoor,  to:                        |
|   | 3-3-5 Shibuya                               |
|   | Shibuya-ku,  Tokyo                          |
|   | 150-0002, Japan                             |
|   |                                        |
|   | Attn:                                       | Noriaki Okubo |
|   | Phone:                                      | 011-81-3-5788-4848 |
|   | Fax:                                        | 011-81-3-5766-7211 |
|   |                                        |   |
|   | with a copy to:                             |
|   |                                        |
|   | Kenji Iida                                  |
|   | Ritchey Fisher  Whitman & Klein         |
|   | 1717 Embarcadero  Road                      |
|   | Palo Alto, CA  94303                        |
|   | Phone: (650)  857-1717                      |
|   | Fax:     (650) 857-1288 |

 

7.                                       Expenses.Except as provided in Clauses 1(b) and 3(e) or agreed in writing by the parties,all out-of-pocket costs and expenses incurred in connection with this Agreementand the transactions contemplated hereby shall be paid by the party incurringsuch cost or expense.

 

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8.                                       GoverningLaw and Jurisdiction.

 

a.                                       ThisAgreement shall be governed by, and construed in accordance with, the laws ofthe State of California.

 

b.                                      THEPARTIES HEREBY IRREVOCABLY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THECOURTS OF THE STATE OF CALIFORNIA AND THE FEDERAL COURTS OF THE UNITED STATESOF AMERICA LOCATED IN THE STATE OF CALIFORNIA SOLELY IN RESPECT OF THEINTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT.  THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCHCOURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTEROF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTIONWITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN CLAUSE 5 OR INSUCH OTHER MANNER AS MAY BE PERMITTED BY APPLICABLE LAWS, SHALL BE VALID ANDSUFFICIENT SERVICE THEREOF.

 

9.                                       InjunctiveRelief.  The parties agree thateither party’s breach under this Agreement could cause irreparable harm to thenon-breaching party.  In addition to anyother remedies available at law or in equity, the parties agree that, in theevent of any such breach, the non-breaching party will have the right to apply,without the need for posting any bond or comparable security, for the entry ofan immediate order to restrain or enjoin the breach and otherwise specificallyto enforce the applicable provision of this Agreement.

 

10.                                 Severability.  If one or more provisions of this Agreementare held to be unenforceable under applicable laws, such provisions shall beexcluded from this Agreement, and the balance of this Agreement shall beinterpreted as if such provisions were so excluded and shall be enforceable inaccordance with its terms.

 

11.                                 Amendment.  Any term of this Agreement may be amended orwaived only with the written consent of the parties hereto.

 

12.                                 Counterparts.  This Agreement may be executed in one or morecounterparts, all of which shall be considered one and the same agreement andshall become effective when one or more counterparts have been signed by eachparty and delivered to the other party. Delivery of such a counterpart by facsimile shall constitute deliveryfor purposes of this Clause 12.

 

13.                                 EntireAgreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement of the parties heretoand supersedes the MOU and all other prior agreements and understandings, bothwritten and oral, between the parties with respect to the subject matter ofthis Agreement.  This Agreement is notintended to confer upon any person other than the parties hereto any rights orremedies.

 

INWITNESS WHEREOF, VC and livedoor have executed this Agreement as of the datefirst written above.

 

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| VALUECLICK, INC.   | LIVEDOOR CO., LTD.  |
|--------------------|---------------------|
|               |                |
|               |                |
|               |                |   |   |
| James R. Zarley    | Takafumi Horie      |
| Chairman & CEO | President & CEO |
|                    |                     |  |  |

 

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