Fastclick Inc Watch

from S-1/A 3 pages [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]

from S-1/A 34 pages Confidential and Not for Distribution or Recirculation Amended and Restated Offer to Purchase for Cash Shares of Common Stock of Fastclick.com, Inc. September 9, 2004

from S-1/A 25 pages Fastclick.com, Inc. Investors' Rights Agreement September 27, 2004 Investors' Rights Agreement