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EXHIBIT 10.1  


 
 

FORM OF VOTING AGREEMENT    
  


        VOTING AGREEMENT, dated as of March 10, 2002 (this "Agreement"), by and between ValueClick, Inc., a Delaware corporation ("Parent"), and the
undersigned stockholder ("Stockholder") of Be Free, Inc., a Delaware corporation (the "Company"). 


RECITALS  


        A.    Concurrently
with the execution of this Agreement, Parent, Merger Sub and the Company are entering into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant
to which Parent and the Company will effect a business combination, upon the terms and subject to the conditions set forth in the Merger Agreement (the "Merger"). Unless otherwise indicated,
capitalized terms not defined herein have the meanings given to them in the Merger Agreement. 


        B.    As
a material inducement to enter into the Merger Agreement and to consummate the Merger, Parent desires Stockholder to agree, and Stockholder is willing to agree
(i) to vote, in the manner described in Section 1.1 hereof, the number of shares of the outstanding capital stock of the Company set forth on the final page of this Agreement with
respect to which Stockholder has voting power ("Shares") and any other such shares of capital stock of the Company acquired by Stockholder after the date hereof, and (ii) to not engage in
certain solicitation activities. [In addition to the Shares, Parent acknowledges that, as of the date hereof, the Stockholder has voting power over other shares of capital stock of the
Company, subject to a selling plan, dated February 19, 2002, under Rule 10b5-1 of the Exchange Act (the "Other Shares"). Parent acknowledges that the Other Shares, and any
shares of capital stock of the Company that may be acquired by the Stockholder as a result of Stockholder's ownership of the Other Shares, are not subject to this Agreement (collectively, the
"Excluded Shares").] 


        NOW,
THEREFORE, intending to be legally bound, the parties agree as follows: 


1.    Voting of Shares.    



        Section
1.1    Voting Agreement.    Subject to the terms and conditions of this Agreement, at every meeting of the
stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the
Company with respect to any of the following, Stockholder shall vote or cause to be voted the Shares and any New Shares (as hereinafter defined) (a) in favor of (i) adoption of the
Merger Agreement, (ii) waiving any notice that may have been or may be required relating thereto and (iii) any matter that would reasonably be expected to facilitate the Merger and
(b) against any matter that would reasonably be expected to hinder, impede, prevent or delay the consummation of the Merger. Stockholder shall not, from the date of this Agreement until the
Expiration Date (as hereinafter defined), enter into any agreement or understanding with any Person to vote or give instructions inconsistent with clause (a) or clause (b) of the
preceding sentence. 


        Section
1.2    New Shares.    Stockholder agrees that any shares of capital stock of the Company that Stockholder
purchases or with respect to which Stockholder otherwise acquires beneficial ownership ("New Shares") after the execution of this Agreement and prior to the Expiration Date shall be subject to the
terms and conditions of this Agreement to the same extent as if they constituted Shares. [Any shares of capital stock of the Company acquired by the Stockholder as a result of a stock
dividend, stock split or similar event with respect to the Other Shares shall not be deemed New Shares.] 


        Section 1.3    Proxy.    



	(a)
	Concurrently
with the execution of this Agreement: (i) Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A, which shall be irrevocable
to the fullest extent permitted by law, with respect to the shares referred to therein (the "Proxy"); and 






 


(ii) Stockholder
shall cause to be delivered to Parent an additional proxy (in the form attached hereto as Exhibit A) executed on behalf of the record owner of any Shares that are owned
beneficially (but are not owned of record) by Stockholder. 



	(b)
	After
the execution of this Agreement until the Expiration Date, Stockholder shall execute or cause to be executed such further proxies as may be requested by Parent with respect to
any New Shares, and Stockholder shall promptly notify Parent upon acquiring beneficial ownership of any New Shares.



	(c)
	Stockholder
covenants and agrees that, from the date of this Agreement until the Expiration Date, Stockholder will not deposit any of the Shares into a voting trust or grant a proxy
or enter into a voting agreement or similar contract with respect to any of the Shares. 




2.    Transfer of Shares.    



        Section
2.1    No Disposition or Encumbrance of Shares.    Stockholder covenants and agrees that, from the date of
this Agreement until the Expiration Date (as defined below), Stockholder will not, directly or indirectly: (a) offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase
or otherwise dispose of or transfer (each a "Transfer") of, or permit or announce any Transfer of, any of the Shares, or any interest in any of the Shares, to any Person other than Parent;
(b) create or permit to exist any liens, claims, options, charges or other encumbrances on or otherwise affecting any of the Shares; or (c) reduce Stockholder's beneficial ownership of,
interest in or risk relating to any of the Shares; provided, that nothing herein shall prohibit Transfers of Shares to any third party, affiliate,
related party, family member or trust established for the benefit of the Stockholder or any of the foregoing persons or entities, provided that the recipient of such Shares shall agree in writing to
be bound by the provisions of this Agreement. 


        Section
2.2    Transfer of Voting Rights.    Stockholder covenants and agrees that, from the date of this Agreement
until the Expiration Date (as defined below), Stockholder will not deposit any of the Shares into a voting trust or grant a proxy or enter into a voting agreement or similar contract with respect to
any of the Shares. 


3.    Representations and Warranties of the Stockholder.    


        Section
3.1    Ownership of Shares.    Stockholder represents and warrants that Stockholder (a) is the record
and beneficial owner of and has the sole right to vote or direct the voting of the Shares, which at the date hereof are free and clear of any liens, claims, options, charges or other encumbrances
(other than Shares that have been placed in the Selling Trust prior to the date hereof) [and (b) does not own, either beneficially or of record, any shares of capital stock of the
Company other than the Shares (excluding (i) shares as to which Stockholder currently disclaims beneficial ownership in accordance with applicable law and (ii) shares which Stockholder
has the right to acquire pursuant to options granted to Stockholder by the Company)]. 


        Section
3.2    No Conflict.    The execution and delivery of this Agreement and the Proxy by Stockholder do not, and
the performance of this Agreement and the Proxy by Stockholder will not: (a) conflict with or
violate any legal requirement, order, decree or judgment applicable to Stockholder or by which Stockholder or any of Stockholder's properties is bound or affected; or (b) result in any breach
of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of an
encumbrance on or otherwise affecting any of the Shares pursuant to, any contract to which Stockholder is a party or by which Stockholder or any of Stockholder's properties is bound or affected. The
execution and delivery of this Agreement and the Proxy by Stockholder do not, and the performance of his obligations under this Agreement and the granting of the Proxy by Stockholder will not, require
any consent of any Person. 


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        Section
3.3    Enforceability.    Stockholder has all requisite power and capacity to execute and deliver this
Agreement and the Proxy and to perform his obligations hereunder and thereunder. This Agreement and the Proxy have been duly executed and delivered by Stockholder and, assuming the due authorization,
execution and delivery of this Agreement by Parent, each constitute the legal, valid and binding obligations of Stockholder, enforceable against Stockholder in accordance with their respective terms,
subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other
equitable remedies. 


        Section
3.4    Continuous Warranty.    The representations and warranties contained in this Agreement are accurate in
all respects as of the date of this Agreement, and, other than the representation and warranty contained in Section 2.1(a), will be accurate in all material respects at all times through the
Expiration Date and will be accurate in all material respects as of the date of the consummation of the Merger as if made on that date. 


4.    Covenants of Stockholder.    Stockholder hereby covenants and agrees to cooperate fully with Parent and to execute and deliver
any additional documents necessary or desirable and to take such further actions, in the reasonable opinion of Parent, necessary or desirable to carry out the intent of this Agreement. 


5.    No Solicitation.    Until the Effective Time, Stockholder (in his capacity as such) will not, and will not authorize, direct
or knowingly permit any of his employees, Affiliates (it being understood that the Company is not an Affiliate of Stockholder restricted by this Section 5), investment bankers, attorneys,
accountants or other agents, advisors or representatives to take any action that the Company would be prohibited from taking under Section 6.5 of the Merger Agreement. In addition to the
foregoing, the Stockholder shall immediately notify Parent of any notice of a Company Competing Transaction received by the Stockholder indicating, in connection with such notice, the name of the
Person or Persons making such offer or proposal and the material terms and conditions of any such proposals or offers, and will keep Parent informed, on a current basis, of the status and material
terms of any such offer or proposal and of any modifications to the terms thereof; provided however, that this provision shall not in any way be deemed
to limit the obligations of the Stockholder set forth in the preceding sentence. Each of the Stockholder and Parent acknowledge that this Section 5 was a significant
inducement for Parent to enter into the Merger Agreement and the absence of such provision would have resulted in a failure to induce Parent to enter into the Merger Agreement. 



6.    Consent and Waiver.    Stockholder hereby gives any consents or waivers that are reasonably required for the consummation of
the Merger under the terms of (a) any agreements between Stockholder (or any of his Affiliates) and the Company, or any Company Subsidiary or (b) pursuant to any other rights Stockholder
may have. 


7.    Termination.    This Agreement shall terminate and shall have no further force or effect as of the earliest of (a) the
Closing Date, (b) the termination of the Merger Agreement and (c) September 1, 2002 (the "Expiration Date"). 



8.    No Restraint on Officer or Director Action.    [The provisions of this Agreement are applicable only to the Shares
and the New Shares, each as defined herein, and are not applicable to the Excluded Shares which are specifically excluded from this Agreement.] This Agreement is intended to bind
Stockholder only with respect to the specific matters set forth herein, and shall not prohibit Stockholder, if applicable, from acting in accordance with his/her fiduciary duties as an officer or
director of the Company. 


9.    Limited Proxy.    Stockholder will retain at all times the right to vote Stockholder's Shares, in Stockholder's sole
discretion, on all matters other than those set forth in Section 1.1 which are at any time or from time to time presented to the Company's stockholders generally. 


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10.    Miscellaneous.    


        Section
10.1    Fees and Expenses.    Except as specifically provided to the contrary in this Agreement, all costs and
expenses incurred in connection with this Agreement shall be paid by the party incurring such expenses. 


        Section
10.2    Amendments and Modification.    Subject to applicable law, this Agreement may not be amended,
modified, or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 


        Section
10.3    Nonsurvival of Representations and Warranties.    None of the representations and warranties in this
Agreement or in any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Expiration Date; provided, however
that the termination of this Agreement shall not relieve any party from any liability for any breach of this Agreement. 


        Section
10.4    Notices.    All notices and other communications hereunder shall be in writing and shall be deemed
given if delivered personally, telecopied (which is confirmed) or sent by an 


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internationally recognized overnight courier service, such as Federal Express, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 



	 	 	(a) if to Parent, to:
	 	 	 	 	 
	 	 	 	 	ValueClick, Inc.

4360 Park Terrace Drive

Suite 100

Westlake Village, CA 91361

Attention: President and Chief Executive Officer

Telecopy No.: (818) 575-4508
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	with a copy (which shall not constitute notice) to:
	 	 	 	 	 
	 	 	 	 	Brobeck, Phleger & Harrison LLP

550 South Hope Street

Los Angeles, California 90071

Attn: Kenneth R. Bender, Esq.

Telecopy No.: (213) 239-1324
	 	 	 	 	 
	 	 	 	 	and
	 	 	 	 	 
	 	 	(b) if to Stockholder, to the address for notice set forth on the last page hereof.
	 	 	 	 	 
	 	 	 	 	with a copy (which shall not constitute notice) to:
	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	Attn:

Telecopy No.:





        Section
10.5    Counterparts.    This Agreement may be executed in one or more counterparts (whether delivered by
facsimile or otherwise), each of which shall be considered one and the same agreement. 


        Section
10.6    Entire Agreement; No Third-Party Beneficiaries.    This Agreement (including the documents and the
instruments referred to herein): (a) constitute the entire agreement and supersede all prior agreements, negotiations, arrangements and understandings, both written and oral, among the parties
with respect to the subject matter hereof, and (b) are not intended to confer upon any person other than Parent and Stockholder any rights or remedies hereunder. 


        Section
10.7    Severability.    Any term or provision of this Agreement that is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof
or the validity or enforceability of the invalid, void or unenforceable term or provision in any other 


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situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the
parties agree that the court making such determination shall have the power to and shall, subject to the discretion of such court, reduce the scope, duration, area or applicability of the term or
provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision. 


        Section
10.8    Governing Law.    This Agreement shall be governed by and construed in accordance with the laws of the
State of New York, including Section 5-1401 of New York General Obligations Law. 


        Section
10.9    Enforcement.    The parties agree that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of the United States or New York state court sitting in the
Borough of Manhattan, The City of New York, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties (a) consents to submit
itself to the personal jurisdiction of any Federal court or any New York state court sitting in the Borough of Manhattan, The City of New York in the event any dispute arises out of this Agreement or
any of the Transactions, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it
will not bring any action relating to this Agreement or any of the Transactions in any court other than a Federal court sitting in the State of New York or a New York state court sitting in the
Borough of Manhattan, The City of New York. PARENT AND STOCKHOLDER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH THIS AGREEMENT, THE PROXY OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 


        Section
10.10    Extension, Waiver.    At any time prior to the Expiration Date, the parties to this Agreement may
(a) extend the time for the performance of any of the obligations or other acts of the other parties to this Agreement, (b) waive any inaccuracies in the representations and warranties
of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance by the other parties with any of the agreements or conditions
contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The
failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. 


        Section
10.11    Assignment.    Neither this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties to this Agreement (whether by operation of law or otherwise) without the prior written consent of the other parties to this Agreement. Subject to the preceding
sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 


        Section
10.12    Legal Counsel.    Stockholder acknowledges that he has been advised to, and has had the opportunity
to consult with his or its personal attorney prior to entering into this Agreement. Stockholder acknowledges that attorneys for the Company represent the Company and do not represent any of the
stockholders of the Company in connection with the Merger Agreement, this Agreement or any of the transactions contemplated hereby or thereby. 



        Section
10.13    Agreement Negotiated.    The form of this Agreement has been negotiated by or on behalf of Parent and
the Company, each of which was represented by attorneys who have carefully 


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negotiated the provisions hereof. No law or rule relating to the construction or interpretation of contracts against the drafter of any particular clause should be applied with respect to this
Agreement or the Proxy. 


        Section
10.14    Effect of Headings.    The Section headings herein are for convenience only and shall not affect the
construction or interpretation of this Agreement. 


        Section
10.15    Legends.    Any stock certificates representing the Shares or the New Shares shall be legended at the
request of Parent to reflect the voting agreement and, if applicable, the irrevocable proxy granted by this Agreement. 



        IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date and year first above written. 



	PARENT
	 	 	 
	By:	 	/s/  SAMUEL J. PAISLEY      

	 	 	 
	Name:	 	Samuel J. Paisley

	 	 	 
	Title:	 	Chief Operating Officer

	 	 	 
	STOCKHOLDER
	 	 	 
	By:	 	

	 	 	 
	Name:	 	

	 	 	 
	Title:	 	

	 	 	 
	Number of Shares Subject to this Agreement:
	 	 	 
	





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EXHIBIT A
  IRREVOCABLE PROXY    
  


        The undersigned stockholder of Be Free, Inc., a Delaware corporation (the "Company"), hereby irrevocably appoints and
constitutes                        and
                        , of ValueClick, a Delaware corporation ("Parent"), and each of them, or any other designee of Parent, as
the sole and exclusive attorneys and proxies of the undersigned, with full
power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of the Company set forth on the final page of this irrevocable
proxy (the "Irrevocable Proxy") and all other shares or securities issued or issuable in respect thereof, or otherwise acquired by the undersigned on or after the date hereof (collectively, the
"Shares"), until the earliest of (a) the Closing Date, (b) the termination of the Merger Agreement and (c) June 1, 2002 (the "Expiration Date"). Upon the undersigned's
execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies
with respect to the Shares until after the Expiration Date. 


        This
Irrevocable Proxy is irrevocable (to the fullest extent provided by applicable law), is coupled with an interest, is granted pursuant to the Voting Agreement, dated as of January
    , 2002, by and between Parent and the undersigned Stockholder (the "Voting Agreement"), and is granted in consideration of Parent (a) entering into the Agreement and Plan of
Merger, dated as of January    , 2002 (the "Merger Agreement"), by and among Parent, Merger Sub and the Company and (b) consummating the Merger. Capitalized terms used but not
otherwise defined in this proxy have the meanings given to such terms in the Merger Agreement. 


        The
attorneys and proxies named above, and each of them, are hereby authorized and empowered to by the undersigned at any time prior to the Expiration Date to act as the undersigned's
attorney and proxy to vote the Shares and to exercise all voting and other rights of the undersigned with respect to the Shares (including, without limitation, the power to execute and deliver written
consents with respect to the Shares pursuant to the General Corporation Law of the State of Delaware) at every annual, special or adjourned meeting of the stockholders of the Company, and in every
written consent in lieu of such a meeting, or otherwise, (a) in favor of (i) adoption of the Merger Agreement, (ii) waiving any notice that may have been or may be required
relating thereto and (iii) any matter that could reasonably be expected to facilitate the Merger and (b) against any matter that could reasonably be expected to hinder, impede, prevent
or delay the consummation of the Merger. 


        The
attorneys and proxies named above may not exercise this Irrevocable Proxy on any other matter except as provided above. The undersigned Stockholder may vote the Shares on all such
other matters. 



        All
authority herein conferred shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. THIS PROXY IS IRREVOCABLE. 



	 	 	Signature of Stockholder:	 	

	 	 	 	 	 
	 	 	Print Name of Stockholder:	 	

	 	 	 	 	 
	 	 	Shares Subject to Proxy

as of the date hereof	 	





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SCHEDULE OF SUBSTANTIALLY IDENTICAL AGREEMENTS    
  


        The filed agreement is substantially identical in all material respects to the ValueClick, Inc. agreements with the following Be Free, Inc. major stockholders
except for the material details set forth below. Each voting agreement has been duly executed by each of the stockholders set forth below: 



	Stockholder
 
	 	Number of Shares

	Charles River Partnership VIII, LP	 	3,708,880
	Charles River Partnership VIII-A, LLC	 	68,944
	Samuel P. Gerace, Jr.	 	2,395,988
	Gordon B. Hoffstein	 	3,080,639
	Ted R. Dintersmith	 	187,274
	Dintersmith Family Limited Partnership	 	108,372
	Jeffrey F. Rayport	 	125,798
	W. Blair Heavey	 	157,113
	Stephen M. Joseph	 	412,644
	Thomas A. Gerace	 	1,000,000











QuickLinks


FORM OF VOTING AGREEMENT

EXHIBIT A IRREVOCABLE PROXY


SCHEDULE OF SUBSTANTIALLY IDENTICAL AGREEMENTS