Unassociated Document


    SUBSCRIPTION
      AGREEMENT

    


    
      	
              To:
                

            	
              interCLICK,
                Inc.

            


    

    200
      Park
      Avenue South

    Suite
      908-909

    New
      York,
      New York 10003

    Fax:
      (954) 761-1971

    
      	
            	Attn:	
              Michael
                D. Mathews,

            


    

    Chief
      Executive Officer

    


    This
      Subscription Agreement (this “Agreement”)
      is
      being delivered to the purchaser identified on the signature page to this
      Agreement (the “Subscriber”)
      in
      connection with its investment in interCLICK, Inc., a Delaware corporation
      (the
“Company”).
      The
      Company is conducting a private placement (the “Offering”)
      of
      units (the “Units”),
      with
      each Unit consisting of (i) 1 share of common stock, par value $0.001 per share
      (the “Shares”)
      and
      (ii) a five year warrant to purchase 0.5 of one share of common stock at an
      exercise price of $2.50 per share, (the “Warrant”)
      for a
      purchase price of $2.00. For purposes of this Agreement, the term “Securities”
shall
      refer to the Shares, the Warrants, and the shares of common stock underlying
      the
      Warrants (the “Warrant
      Shares”).
      

     

    1. SUBSCRIPTION
      AND PURCHASE PRICE

     

    (a) Subscription.
      Subject
      to the conditions set forth in Section 2 hereof, the Subscriber hereby
      subscribes for and agrees to purchase the number of Units indicated on page
      9
      hereof on the terms and conditions described herein. 

     

    (b) Purchase
      of Units.
      The
      Subscriber understands and acknowledges that the purchase price to be remitted
      to the Company in exchange for the Units shall be set at $2.00 per Unit, for
      an
      aggregate purchase price as set forth on page 9 hereof (the “Aggregate
      Purchase Price”).
      The
      Subscriber’s delivery of this Agreement to the Company shall be accompanied by
      payment of the Aggregate Purchase Price for the Units subscribed for hereunder,
      payable in United States dollars, by wire transfer of immediately available
      funds delivered contemporaneously with the Subscriber’s delivery of this
      Agreement to the Company in accordance with the instructions provided on
Exhibit
      A.
      The
      Subscriber understands and agrees that, subject to Section 2 and applicable
      laws, by executing this Agreement, it is entering into a binding
      agreement.

     

    2. ACCEPTANCE
      AND CLOSING PROCEDURES

     

    (a) Acceptance
      or Rejection.
      The
      obligation of the Subscriber to purchase the Units shall be irrevocable, and
      the
      Subscriber shall be legally bound to purchase the Units subject to the terms
      set
      forth in this Agreement. The Subscriber understands and agrees that the Company
      reserves the right to reject this subscription for Units in whole or part,
      at
      any time prior to the closing of the purchase and sale of Units contemplated
      herein (the “Closing”),
      for
      any reason, notwithstanding the Subscriber’s prior receipt of notice of
      acceptance of the Subscriber’s subscription. In the event of rejection of this
      subscription by the Company in accordance with this Section 2, or if the sale
      of
      the Units is not consummated by the Company for any reason, this Agreement
      and
      any other agreement entered into between the Subscriber and the Company relating
      to this subscription shall thereafter have no force or effect, and the Company
      shall promptly return or cause to be returned to the Subscriber the purchase
      price, without interest thereon or deduction therefrom.

     

    (b) Closing.
      The
      Closing shall take place at the offices of the Company at 200 Park Avenue South,
      Suite 908-909, New York, New York 10003, or such other place as determined
      by
      the Company. The Closing shall take place on a Business Day promptly following
      the satisfaction of the conditions set forth in Section 9 below, as determined
      by the Company. “Business
      Day”
shall
      mean from the hours of 9:00 a.m. (Eastern Standard Time) through 5:00 p.m.
      (Eastern Standard Time) of a day other than a Saturday, Sunday or other day
      on
      which commercial banks in New York are authorized or required to be closed.
      The
      Shares and Warrants purchased by the Subscriber will be delivered by the Company
      promptly following the Closing.

     

    (c) Acceptance
      or Rejection.
      The
      Subscriber acknowledges and agrees that this Agreement and any other documents
      delivered in connection herewith will be held by the Company. In the event
      that
      this Agreement is not accepted by the Company for whatever reason, which the
      Company expressly reserves the right to do, this Agreement, the Aggregate
      Purchase Price received (without interest thereon) and any other documents
      delivered in connection herewith will be returned to the Subscriber at the
      address of the Subscriber as set forth in this Agreement. If this Agreement
      is
      accepted by the Company, the Company is entitled to treat the Aggregate Purchase
      Price received as an interest free loan to the Company until such time as the
      Subscription is accepted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. THE
      SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    The
      Subscriber hereby acknowledges, agrees with and represents, warrants and
      covenants to the Company and its affiliates, as follows:

     

    (a) The
      Subscriber has full power and authority to enter into this Agreement, the
      execution and delivery of which has been duly authorized, if applicable, and
      this Agreement constitutes a valid and legally binding obligation of the
      Subscriber.

     

    (b) The
      Subscriber acknowledges its understanding that the Offering and sale of the
      Securities is intended to be exempt from registration under the Securities
      Act
      of 1933, as amended (the “Securities
      Act”),
      by
      virtue of Section 4(2) of the Securities Act and the provisions of Regulation
      D
      promulgated thereunder (“Regulation
      D”).
      In
      furtherance thereof, the Subscriber represents and warrants to the Company
      and
      its affiliates as follows:

     

    (i) The
      Subscriber realizes that the basis for the exemption from registration may
      not
      be available if, notwithstanding the Subscriber’s representations contained
      herein, the Subscriber is merely acquiring the Securities for a fixed or
      determinable period in the future, or for a market rise, or for sale if the
      market does not rise. The Subscriber does not have any such
      intention.

     

    (ii) The
      Subscriber realizes that the basis for exemption would not be available if
      the
      Offering is part of a plan or scheme to evade registration provisions of the
      Securities Act or any applicable state or federal securities laws.

     

    (iii) The
      Subscriber is acquiring the Securities solely for the Subscriber’s own
      beneficial account, for investment purposes, and not with view towards, or
      resale in connection with, any distribution of the Securities.

     

    (iv) The
      Subscriber has the financial ability to bear the economic risk of the
      Subscriber’s investment, has adequate means for providing for its current needs
      and contingencies, and has no need for liquidity with respect to an investment
      in the Company.

     

    (v) The
      Subscriber and the Subscriber’s attorney, accountant, purchaser representative
      and/or tax advisor, if any (collectively, the “Advisors”)
      has
      such knowledge and experience in financial and business matters as to be capable
      of evaluating the merits and risks of a prospective investment in the
      Securities. If other than an individual, the Subscriber also represents it
      has
      not been organized solely for the purpose of acquiring the
      Securities.

     

    (vi) The
      Subscriber (together with its Advisors, if any) has received all documents
      requested by the Subscriber, if any, has carefully reviewed them and understands
      the information contained therein, prior to the execution of this
      Agreement.

     

    (c) The
      Subscriber is not relying on the Company or any of its employees, agents,
      sub-agents or advisors with respect to economic considerations involved in
      this
      investment. The Subscriber has relied on the advice of, or has consulted with,
      only its Advisors. Each Advisor, if any, is capable of evaluating the merits
      and
      risks of an investment in the Securities, and each Advisor, if any, has
      disclosed to the Subscriber in writing (a copy of which is annexed to this
      Agreement) the specific details of any and all past, present or future
      relationships, actual or contemplated, between the Advisor and the Company
      or
      any affiliate or sub-agent thereof.

     

    (d) The
      Subscriber has carefully considered the potential risks relating to the Company
      and a purchase of the Securities, and fully understands that the Securities
      are
      a speculative investment that involve a high degree of risk of loss of the
      Subscriber’s entire investment. Among other things, the Subscriber has carefully
      considered each of the risks described under the heading “Risk Factors” in the
      Company’s SEC Filings (as defined in Section 4(d) below), which risk factors are
      incorporated herein by reference.

     

    
      
        
        

      

      
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    (e) The
      Subscriber represents, warrants and agrees that it will not sell or otherwise
      transfer the Securities without registration under the Securities Act or an
      exemption therefrom, and fully understands and agrees that the Subscriber must
      bear the economic risk of its purchase because, among other reasons, the
      Securities have not been registered under the Securities Act or under the
      securities laws of any state and, therefore, cannot be resold, pledged, assigned
      or otherwise disposed of unless they are subsequently registered under the
      Securities Act and under the applicable securities laws of such states, or
      an
      exemption from such registration is available. In particular, the Subscriber
      is
      aware that the Securities are “restricted securities,” as such term is defined
      in Rule 144 promulgated under the Securities Act (“Rule
      144”),
      and
      they may not be sold pursuant to Rule 144 unless all of the conditions of Rule
      144 are met. The Subscriber also understands that the Company is under no
      obligation to register the Securities on behalf of the Subscriber or to assist
      the Subscriber in complying with any exemption from registration under the
      Securities Act or applicable state securities laws. The Subscriber understands
      that any sales or transfers of the Securities are further restricted by state
      securities laws and the provisions of this Agreement.

     

    (f) No
      oral
      or written representations or warranties have been made to the Subscriber by
      the
      Company or any of its officers, employees, agents, sub-agents, affiliates,
      advisors or subsidiaries, other than any representations of the Company
      contained herein, and in subscribing for the Shares and Warrants, the Subscriber
      is not relying upon any representations other than those contained
      herein.

     

    (g) The
      Subscriber’s overall commitment to investments that are not readily marketable
      is not disproportionate to the Subscriber’s net worth, and an investment in the
      Securities will not cause such overall commitment to become
      excessive.

     

    (h) The
      Subscriber understands and agrees that the certificates for the Securities
      shall
      bear substantially the following legend until (i) such Securities shall have
      been registered under the Securities Act and effectively disposed of in
      accordance with a registration statement that has been declared effective or
      (ii) in the opinion of counsel for the Company, such Securities may be sold
      without registration under the Securities Act, as well as any applicable “blue
      sky” or state securities laws:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
      STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
      PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
      TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
      COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    (i) Neither
      the Securities and Exchange Commission (the “SEC”)
      nor
      any state securities commission has approved the Securities or passed upon
      or
      endorsed the merits of the Offering. There is no government or other insurance
      covering any of the Securities.

     

    (j) The
      Subscriber and its Advisors, if any, have had a reasonable opportunity to ask
      questions of and receive answers from a person or persons acting on behalf
      of
      the Company concerning the Offering and the business, financial condition,
      results of operations and prospects of the Company, and all such questions
      have
      been answered to the full satisfaction of the Subscriber and its Advisors,
      if
      any.

     

    (k) The
      Subscriber is unaware of, is in no way relying on, and did not become aware
      of
      the Offering through or as a result of, any form of general solicitation or
      general advertising including, without limitation, any article, notice,
      advertisement or other communication published in any newspaper, magazine or
      similar media or broadcast over television or radio, or electronic mail over
      the
      Internet, in connection with the Offering and is not subscribing for Units
      and
      did not become aware of the Offering through or as a result of any seminar
      or
      meeting to which the Subscriber was invited by, or any solicitation of a
      subscription by, a person not previously known to the Subscriber in connection
      with investments in securities generally.

     

    
      
        
        

      

      
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    (l) The
      Subscriber has taken no action that would give rise to any claim by any person
      for brokerage commissions, finders’ fees or the like relating to this Agreement
      or the transactions contemplated hereby.

     

    (m) The
      Subscriber is not relying on the Company or any of its employees, agents, or
      advisors with respect to the legal, tax, economic and related considerations
      of
      an investment in the Securities and the Subscriber has relied on the advice
      of,
      or has consulted with, only its own Advisors.

     

    (n) The
      Subscriber acknowledges that any estimates or forward-looking statements or
      projections furnished by the Company to the Subscriber, were prepared by
      management of the Company in good faith, but that the attainment of any such
      projections, estimates or forward-looking statements cannot be guaranteed by
      the
      Company or its management and should not be relied upon.

     

    (o) No
      oral
      or written representations have been made, or oral or written information
      furnished, to the Subscriber or its Advisors, if any, in connection with the
      Offering that are in any way inconsistent with the information contained
      herein.

     

    (p) (For
      ERISA plans only) The fiduciary of the ERISA plan (the “Plan”)
      represents that such fiduciary has been informed of and understands the
      Company’s investment objectives, policies and strategies, and that the decision
      to invest “plan assets” (as such term is defined in ERISA) in the Company is
      consistent with the provisions of ERISA that require diversification of plan
      assets and impose other fiduciary responsibilities. The Subscriber or Plan
      fiduciary (i) is responsible for the decision to invest in the Company; (ii)
      is
      independent of the Company and any of its affiliates; (iii) is qualified to
      make
      such investment decision; and (iv) in making such decision, the Subscriber
      or
      Plan fiduciary has not relied primarily on any advice or recommendation of
      the
      Company or any of its affiliates.

     

    (q) This
      Agreement is not enforceable by the Subscriber unless it has been accepted
      by
      the Company, and the Subscriber acknowledges and agrees that the Company
      reserves the right to reject any subscription for any reason.

     

    (r) The
      Subscriber will indemnify and hold harmless the Company and, where applicable,
      their respective directors, officers, employees, agents, advisors, affiliates
      and shareholders, and each other person, if any, who controls any of the
      foregoing, from and against any and all loss, liability, claim, damage and
      expense whatsoever (including, but not limited to, any and all fees, costs
      and
      expenses whatsoever reasonably incurred in investigating, preparing or defending
      against any claim, lawsuit, administrative proceeding or investigation whether
      commenced or threatened) (a “Loss”)
      arising out of or based upon any representation or warranty of the Subscriber
      contained herein or in any document furnished by the Subscriber to the Company
      in connection herewith being untrue in any material respect or any breach or
      failure by the Subscriber to comply with any covenant or agreement made by
      the
      Subscriber herein or therein; provided,
      however,
      that
      such Subscriber shall not be liable for any Loss that
      in
      the aggregate exceeds the amount such Subscriber would receive if Subscriber
      were to sell the Securities
      on the
      date the amount of the Loss was determined (based on the closing price of a
      share of Common Stock on its principal market on such date).

     

    (s) The
      Subscriber is, and on each date on which the Subscriber continues to own
      restricted securities from the Offering will be, an “Accredited Investor” as
      defined in Rule 501(a) under the Securities Act. In general, an “Accredited
      Investor” is deemed to be an institution with assets in excess of $5,000,000 or
      individuals with net worth in excess of $1,000,000 or annual income exceeding
      $200,000 or $300,000 jointly with his or her spouse.

     

    (t) The
      Subscriber, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the Offering, and has so
      evaluated the merits and risks of such investment. The Subscriber has not
      authorized any person or entity to act as its Purchaser Representative (as
      that
      term is defined in Regulation D of the General Rules and Regulations under
      the
      Securities Act) in connection with the Offering. The Subscriber is able to
      bear
      the economic risk of an investment in the Securities and, at the present time,
      is able to afford a complete loss of such investment.

     

    
      
        
        

      

      
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    (u) The
      Subscriber has reviewed, or had an opportunity to review, all of the SEC
      Filings.

     

    4. THE
      COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    The
      Company hereby acknowledges, agrees with and represents, warrants and covenants
      to the Subscriber, as follows:

     

    (a) The
      Company has the corporate power and authority to execute and deliver this
      Agreement and to perform its obligations hereunder. This Agreement has been
      duly
      authorized, executed and delivered by the Company and is valid, binding and
      enforceable against the Company in accordance with its terms.

     

    (b) The
      Securities to be issued to the Subscriber pursuant to this Agreement, when
      issued and delivered in accordance with the terms of this Agreement, will be
      duly and validly issued and will be fully paid and non-assessable.

     

    (c) Neither
      the execution and delivery nor the performance of this Agreement by the Company
      will conflict with the Company’s organizational materials, as amended to date,
      or result in a breach of any terms or provisions of, or constitute a default
      under, any material contract, agreement or instrument to which the Company
      is a
      party or by which the Company is bound.

     

    (d) The
      Company is subject to, and in full compliance with, the reporting requirements
      of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
      “Exchange
      Act”).
      The
      Company has made available to each Subscriber through the EDGAR system true
      and
      complete copies of the Company’s Quarterly Reports on Form 10-QSB and each of
      the Company’s Current Reports on Form 8-K (collectively, the “SEC
      Filings”),
      and
      all such SEC Filings are incorporated herein by reference. The SEC Filings,
      including the financial statements included therein, when they were filed with
      the SEC (or, if any amendment with respect to any such document was filed,
      when
      such amendment was filed), complied in all material respects with the applicable
      requirements of the Exchange Act and the rules and regulations thereunder and
      did not, as of such date, contain an untrue statement of a material fact or
      omit
      to state a material fact required to be stated therein or necessary in order
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading. All reports and statements required to be filed
      by
      the Company under the Securities Act and the Exchange Act have been filed,
      together with all exhibits required to be filed therewith. The Company is
      engaged in all material respects only in the business described in the SEC
      Filings, and the SEC Filings contain a complete and accurate description in
      all
      material respects of the business of the Company.

     

    (e) Any
      information furnished by the Company in connection with the Offering is true
      and
      correct in all material respects as of its date.

     

    (f) The
      Company acknowledges and agrees that the Subscriber is acting solely in the
      capacity of an arm’s length purchaser with respect to the Securities and the
      transactions contemplated hereby. The Company further acknowledges that the
      Subscriber is not acting as a financial advisor or fiduciary of the Company
      (or
      in any similar capacity) with respect to this Agreement and the transactions
      contemplated hereby and any advice given by any Subscriber or any of their
      respective representatives or agents in connection with this Agreement and
      the
      transactions contemplated hereby is merely incidental to the Subscriber’s
      purchase of the Units. The Company further represents to the Subscriber that
      the
      Company’s decision to enter into this Agreement has been based solely on the
      independent evaluation of the transactions contemplated hereby by the Company
      and its representatives.

     

    (g) The
      Company will indemnify and hold harmless the Subscriber and, where applicable,
      its directors, officers, employees, agents, advisors and shareholders, from
      and
      against any and all loss, liability, claim, damage and expense whatsoever
      (including, but not limited to, any and all fees, costs and expenses whatsoever
      reasonably incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the
      Company contained herein or in any document furnished by the Company to the
      Subscriber in connection herewith being untrue in any material respect or any
      breach or failure by the Company to comply with any covenant or agreement made
      by the Company to the Subscriber in connection therewith.

     

    
      
        
        

      

      
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    5. MOST
      FAVORED NATION PROTECTION

     

    From
      the
      date hereof until such time as no Subscriber holds any of the Securities, in
      the
      event the Company issues or sells any shares of Common Stock in the Company’s
      next private placement (the “Private Placement”) (or any securities of the
      Company which would entitle the holder thereof to acquire at any time Common
      Stock, including, without limitation, any debt preferred stock, rights, options,
      warrants or other instrument that is ant any time convertible into or
      exercisable or exchangeable for, or otherwise entitled the holder thereof to
      receive, Common Stock (the “Common
      Stock Equivalent”)),
      if a
      Subscriber reasonably believes that any of the terms and conditions thereunder
      are more favorable to such investors as the terms and conditions granted
      hereunder, upon notice to the Company by such Subscriber the Company shall
      amend
      the terms of this transaction as to such Subscriber only so as to give such
      Subscriber the benefit of such more favorable terms and conditions in the
      Private Placement. The Subscriber shall be entitled to rely on the Company’s
      representations and warranties set forth in any agreement that the Company
      shall
      enter into with respect to the Private Placement. 

     

    6. SUBSEQUENT
      EQUITY SALES

     

    (a)               
      Until
      the earlier of (i) twenty-four (24) months following the date of the Closing
      or
      (ii) such date that there is an effective registration statement on file with
      the SEC covering the resale of all of the Shares and Warrant Shares, in the
      event that the Company issues or sells any shares of Common Stock or any Common
      Stock Equivalent pursuant to which shares of Common Stock may be acquired at
      a
      price less than $2.00 per Unit, then the Company shall promptly issue additional
      shares of Common Stock to the Subscriber in an amount sufficient that the
      actual price per Unit paid hereunder (which is $2.00) (the
      "Per
      Unit Purchase Price"),
      when
      divided by the total number of shares issued will result in an actual Per
      Unit Purchase Price paid by the Subscriber hereunder equal to such
      lower price (this is intended to be a “full ratchet” adjustment). Such
      adjustment shall be made successively whenever such an issuance is made.
      Notwithstanding the foregoing, this Section 6(a) shall not apply in respect
      of
      an Exempt Issuance.

     

    (b) 
      For
      purposes of this Agreement, an “Exempt Issuance” shall mean the issuance of (i)
      shares of Common Stock or options to employees, officers, directors or
      consultants of the Company pursuant to any stock or option plan duly adopted
      by
      the Board of Directors of the Company, (ii) securities (including shares of
      Common Stock) upon the exercise or exchange of or conversion of any Securities
      issued hereunder and/or other securities exercisable or exchangeable for or
      convertible into shares of Common Stock issued and outstanding on the date
      of
      this Agreement, provided that such securities have not been amended since the
      date of this Agreement to increase the number of such securities or to decrease
      the exercise, exchange or conversion price of such securities, (iii) shares
      issuable upon exercise of the Warrants and (iv) securities issued pursuant
      to acquisitions or strategic transactions approved by a majority of the
      disinterested directors of the Company. 

     

    7. USE
      OF PROCEEDS

     

    The
      Company shall use the net proceeds from the Offering for general working capital
      purposes.

    


    8. CONDITIONS
      TO ACCEPTANCE OF SUBSCRIPTION

     

    The
      Company’s right to accept the subscription of the Subscriber, on the one hand,
      and a Subscriber’s right to withdraw its funds, on the other hand, is
      conditioned upon satisfaction of the following conditions precedent on or before
      the date the Company accepts such subscription (any or all of which may be
      waived by the other party):

     

    (a) As
      of the
      Closing, no legal action, suit or proceeding shall be pending which seeks to
      restrain or prohibit the transactions contemplated by this Agreement; provided
      that neither party hereto shall directly or indirectly initiate any such action,
      suit or proceeding.

     

    (b) The
      representations and warranties of the Company and the Subscriber contained
      in
      this Agreement shall have been true and correct on the date of this Agreement
      and shall be true and correct as of the Closing as if made on the date of the
      Closing.

     

    
      
        
        

      

      
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    (c) The
      Common Stock shall continue to be listed on The OTC Bulletin Board.

     

    (d) There
      are
      no stop orders preventing or suspending any offering of securities by the
      Company, or suspension of the qualification of the Common Stock for offering
      or
      sale in any jurisdiction.

     

    9. NOTICES
      TO SUBSCRIBERS

     

    (a) THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
      LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
      FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE
      SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE
      SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
      FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
      THE
      ACCURACY OR ADEQUACY OF ANY INFORMATION FURNISHED IN CONNECTION WITH THIS
      OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

     

    (b) THE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
      APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
      TIME.

     

    
      
        11.
          MISCELLANEOUS
          PROVISIONS

      

    

     

    (a) Legal
      Fees.
      Each of
      the parties hereto shall be responsible to pay the costs and expenses of their
      own legal counsel in connection with the preparation and review of this
      Agreement and related documentation.

     

    (b) Modification.
      Neither
      this Agreement, nor any provisions hereof, shall be waived, modified, discharged
      or terminated except by an instrument in writing signed by the party against
      whom any waiver, modification, discharge or termination is sought.

     

    (c) Survival.
      The
      representations, warranties and agreements of the Subscriber and the Company
      made in this Agreement shall survive the execution and delivery of this
      Agreement and the delivery of the Securities.

     

    (d) Notices.
      Any
      party may send any notice, request, demand, claim or other communication
      hereunder to the Subscriber at the address set forth on the signature page
      of
      this Agreement or to the Company at the address set forth above using any means
      (including personal delivery, expedited courier, messenger service, fax,
      ordinary mail or electronic mail), but no such notice, request, demand, claim
      or
      other communication will be deemed to have been duly given unless and until
      it
      actually is received by the intended recipient. Any party may change the address
      to which notices, requests, demands, claims and other communications hereunder
      are to be delivered by giving the other parties written notice in the manner
      herein set forth.

     

    (e) Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon, and inure
      to
      the benefit of, the parties to this Agreement and their heirs, executors,
      administrators, successors, legal representatives and assigns. If the Subscriber
      is more than one person or entity, the obligation of the Subscriber shall be
      joint and several and the agreements, representations, warranties and
      acknowledgments contained herein shall be deemed to be made by, and be binding
      upon, each such person or entity and his or its heirs, executors,
      administrators, successors, legal representatives and assigns. This Agreement
      sets forth the entire agreement and understanding between the parties as to
      the
      subject matter thereof and merges and supersedes all prior discussions,
      agreements and understandings of any and every nature among them.

     

    (f) Assignability.
      This
      Agreement is not transferable or assignable by the parties hereto.

     

    (g) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to conflicts of law
      principles.

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    (h) Jurisdiction
      and Venue.
      The
      Company and the Subscriber hereby agree that any dispute which may arise between
      them arising out of or in connection with this Agreement shall be adjudicated
      before a court located in New York City, New York, and they hereby submit to
      the
      exclusive jurisdiction of the federal and state courts of the State of New
      York
      located in New York City with respect to any action or legal proceeding
      commenced by any party, and irrevocably waive any objection they now or
      hereafter may have respecting the venue of any such action or proceeding brought
      in such a court or respecting the fact that such court is an inconvenient forum,
      relating to or arising out of this Agreement or any acts or omissions relating
      to the sale of the securities hereunder, and consent to the service of process
      in any such action or legal proceeding by means of registered or certified
      mail,
      return receipt requested, postage prepaid, in care of the address set forth
      herein or such other address as either party shall furnish in writing to the
      other.

     

    (i) Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    


    ALL
      SUBSCRIBERS MUST COMPLETE THIS PAGE

     

    IN
      WITNESS WHEREOF, the Subscriber has executed this Agreement on the 17 day of
      July 2008.

     

    
      	
                         
                200,000                 
                

            	
              x
                $2.00 for each Unit

            	
              =        
                $400,000                  
                

            
	
              Units
                subscribed for

            	 	
              Aggregate
                Purchase Price

            


    

     

    Manner
      in
      which Title to Shares and Warrants is to be held (Please Check One):

     

    
      	
              1.

            	
              o

            	
              Individual

            	
              7.

            	
              
                o

              

            	
              Trust/Estate/Pension
                or Profit sharing Plan

              Date
                Opened:______________

            
	 	 	 	 	 	 
	
              2.

            	
              
                o

              

            	
              Joint
                Tenants with Right of Survivorship

            	
              8.

            	
              
                o

              

            	
              As
                a Custodian for

              ________________________________

              Under
                the Uniform Gift to Minors Act of the State of

              ________________________________

            
	 	 	 	 	 	 
	
              3.

            	
              
                o

              

            	
              Community
                Property

            	
              9.

            	
              
                o

              

            	
              Married
                with Separate Property

            
	 	 	 	 	 	 
	
              4.

            	
              o

            	
              Tenants
                in Common

            	
              10.

            	
              o

            	
              Keogh

            
	 	 	 	 	 	 
	
              5.

            	
              x

            	
              Corporation/Partnership/
                Limited Liability Company

            	
              11.

            	
              o

            	
              Tenants
                by the Entirety

            
	 	 	 	 	 	 
	
              6.

            	
              
                o

              

            	
              IRA

            	 	 	 


    

    


    ALTERNATIVE
      DISTRIBUTION INFORMATION

     

    To
      direct
      distribution to a party other than the registered owner, complete the
      information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA
      INVESTMENT.

     

    Name
      of
      Firm (Bank, Brokerage, Custodian):

     

    Account
      Name:

     

    Account
      Number:

     

    Representative
      Name:

     

    Representative
      Phone Number:

     

    Address:

     

    City,
      State, Zip:

     

    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    


    IF
      MORE
      THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

    INDIVIDUAL
      SUBSCRIBERS MUST COMPLETE THIS PAGE 10.

    SUBSCRIBERS
      WHICH ARE ENTITIES MUST COMPLETE PAGE 11.

     

    EXECUTION
      BY NATURAL PERSONS

     

    
      	
              _____________________________________________________________________________

              Exact
                Name in Which Title is to be Held

            
	
              _________________________________

              Name
                (Please Print)

            	 	
              _________________________________

              Name
                of Additional Purchaser

            
	
              _________________________________

              Residence:
                Number and Street

            	 	
              _________________________________

              Address
                of Additional Purchaser

            
	
              _________________________________

              City,
                State and Zip Code

            	 	
              _________________________________

              City,
                State and Zip Code

            
	
              _________________________________

              Social
                Security Number

            	 	
              _________________________________

              Social
                Security Number

            
	
              _________________________________

              Telephone
                Number

            	 	
              _________________________________

              Telephone
                Number

            
	
              _________________________________

              Fax
                Number (if available)

            	 	
              ________________________________

              Fax
                Number (if available)

            
	
              _________________________________

              E-Mail
                (if available)

            	 	
              ________________________________

              E-Mail
                (if available)

            
	
              __________________________________

              (Signature)

            	 	
              ________________________________

              (Signature
                of Additional Purchaser)

            
	 	 	 
	
              ACCEPTED
                this ___ day of _________ 2008, on behalf of the
                Company.

            
	 	
              By:    _________________________________

              Name:

              Title:

            


    

    


    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    


    EXECUTION
      BY SUBSCRIBER WHICH IS AN ENTITY

    (Corporation,
      Partnership, LLC, Trust, Etc.)

     

    
      	
                                                                                    
                P.A.W. Long Term Capital Partners,
                L.P.                                                                 
                

              Name
                of Entity (Please Print)

            
	
              Date
                of Incorporation or Organization:

            
	 
	
              State
                of Principal Office:

            
	 
	
              Federal
                Taxpayer Identification Number:

              ____________________________________________

              Office
                Address

               

              ____________________________________________

              City,
                State and Zip Code

               

              ____________________________________________

              Telephone
                Number

               

              ____________________________________________

              Fax
                Number (if available)

               

              ____________________________________________

              E-Mail
                (if available)

            
	 	
              By:  
                /s/ Veronica
                Maguire                                      

              Name:
                Veronica Maguire

              Title:
                CFO

            
	
              [seal]

              Attest:
                _________________________________

              (If
                Entity is a Corporation)

            	
               

              _________________________________

              _________________________________

              Address

            
	 	 
	
              ACCEPTED
                this 17 day of July 2008, on behalf of the Company.

            
	 	
               

              By:  /s/
                Michael D.
                Mathews                                       
                

              Name:
                Michael D. Mathews

              Title:
                Chief Executive Officer

            


    

     

    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    

     

    INVESTOR
      QUESTIONNAIRE

     

    Instructions:
      Check all boxes below which correctly describe you.

     

    
      	o	
              You
                are (i)
                a
                bank, as defined in Section 3(a)(2) of the Securities Act of 1933,
                as
                amended (the “Securities
                Act”),
                (ii)
                a
                savings and loan association or other institution, as defined in
                Section
                3(a)(5)(A) of the Securities Act, whether acting in an individual
                or
                fiduciary capacity, (iii)
                a
                broker or dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934, as amended (the “Exchange
                Act”),
                (iv)
                an insurance company as defined in Section 2(13) of the Securities
                Act,
                (v)
                an investment company registered under the Investment Company Act
                of 1940,
                as amended (the “Investment
                Company Act”),
                (vi)
                a
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act, (vii)
                a
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301 (c) or (d) of the Small Business
                Investment Act of 1958, as amended, (viii)
                a
                plan established and maintained by a state, its political subdivisions,
                or
                an agency or instrumentality of a state or its political subdivisions,
                for
                the benefit of its employees and you have total assets in excess
                of
                $5,000,000, or (ix)
                an employee benefit plan within the meaning of the Employee Retirement
                Income Security Act of 1974, as amended (“ERISA”)
                and (1)
                the decision that you shall subscribe for and purchase shares of
                common
                stock and warrants to purchase common stock (the “Units”),
                is made by a plan fiduciary, as defined in Section 3(21) of ERISA,
                which
                is either a bank, savings and loan association, insurance company,
                or
                registered investment adviser, or (2) you have total assets in excess
                of
                $5,000,000 and the decision that you shall subscribe for and purchase
                the
                Units is made solely by persons or entities that are accredited investors,
                as defined in Rule 501 of Regulation D promulgated under the Securities
                Act (“Regulation
                D”)
                or (3)
                you are a self-directed plan and the decision that you shall subscribe
                for
                and purchase the Units is made solely by persons or entities that
                are
                accredited investors.

            


    

     

    
      	o	
              You
                are a private business development company as defined in Section
                202(a)(22) of the Investment Advisers Act of 1940, as
                amended.

            


    

     

    
      	o	
              You
                are an organization described in Section 501(c)(3) of the Internal
                Revenue
                Code of 1986, as amended (the “Code”),
                a corporation, Massachusetts or similar business trust or a partnership,
                in each case not formed for the specific purpose of making an investment
                in the Units and its underlying securities and with total assets
                in excess
                of $5,000,000.

            


    

     

    
      	o	
              You
                are a director or executive officer of interCLICK,
                Inc.

            


    

     

    
      	o	
              You
                are a natural person whose individual net worth, or joint net worth
                with
                your spouse, exceeds $1,000,000 at the time of your subscription
                for and
                purchase of the Units.

            


    

     

    
      	o	
              You
                are a natural person who had an individual income in excess of $200,000
                in
                each of the two most recent years or joint income with your spouse
                in
                excess of $300,000 in each of the two most recent years, and who
                has a
                reasonable expectation of reaching the same income level in the current
                year.

            


    

     

    
      	o	
              You
                are a trust, with total assets in excess of $5,000,000, not formed
                for the
                specific purpose of acquiring the Units and its underlying securities,
                whose subscription for and purchase of the Units is directed by a
                sophisticated person as described in Rule 506(b)(2)(ii) of Regulation
                D.

            


    

     

    
      	o	
              You
                are an entity in which all of the equity owners are persons or entities
                described in one of the preceding
                paragraphs.

            


    

     

    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    


    Check
      all boxes below which correctly describe you.

     

    With
      respect to this investment in the Units and its underlying securities,
      your:

    

      
        	
                Investment
                  Objectives: 

              	
                x Aggressive
                  Growth

              	
                x Speculation

              	 
	 	 	 	 
	
                Risk
                  Tolerance: 

              	
                o Low
                  Risk 

              	
                o Moderate
                  Risk 

              	
                x High
                  Risk

              


      

    

     

    Are
      you
      associated with a NASD Member Firm?  o Yes  o No

     

    Your
      initials (purchaser and co-purchaser, if applicable) are required for each
      item
      below:

     

    
      	____  
              ____	
              I/We
                understand that this investment is not
                guaranteed.

            


    

     

    
      	____  
              ____	
              I/We
                are aware that this investment is not
                liquid.

            


    

     

    
      	____  
              ____	
              I/We
                are sophisticated in financial and business affairs and are able
                to evaluate the risks and merits of an investment in this offering.

            


    

     

    
      	____  
              ____	
              I/We
                confirm that this investment is considered “high risk.” (This type of
                investment is considered high risk due to the inherent risks including
                lack of liquidity and lack of diversification.  Success
                or failure
                of private placements such as this is dependent on the corporate
                issuer
                of these
                securities and is outside the control of the investors. While potential
                loss is limited to the amount invested, such
                loss is possible.)

            


    

     

    The
      Subscriber hereby represents and warrants that all of its answers to this
      Investor Questionnaire are true as of the date of its execution of the
      Subscription Agreement pursuant to which it purchased the Units.

     

    
      	
              ___________________________________

              Name
                of Purchaser [please print]

               

              ___________________________________

              Signature
                of Purchaser (Entities please

              provide
                signature of Purchaser’s duly

              authorized
                signatory.)

               

              ___________________________________

              Name
                of Signatory (Entities only)

               

              ___________________________________

              Title
                of Signatory (Entities only)

            	
              ___________________________________

              Name
                of Co-Purchaser [please print]

               

              ___________________________________

              Signature
                of Co-Purchaser

            


    

    


    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    


    VERIFICATION
      OF INVESTMENT ADVISOR/BROKER

     

    I
      state
      that I am familiar with the financial affairs and investment objectives of
      the
      investor named above and reasonably believe that a purchase of the securities
      is
      a suitable investment for this investor and that the investor, either
      individually or together with his or her purchaser representative, understands
      the terms of and is able to evaluate the merits of this offering. I
      acknowledge:

     

    
      	 	
              (a)

            	
              that
                I have reviewed the Subscription Agreement and forms of securities
                presented to me, and attachments (if any)
                thereto;

            


    

     

    
      	 	
              (b)

            	
              that
                the Subscription Agreement and attachments thereto have been fully
                completed and executed by the appropriate party;
                and

            


    

     

    
      	 	
              (c)

            	
              that
                the subscription will be deemed received by the Company upon acceptance
                of
                the Subscription Agreement.

            


    

     

    Deposit
      securities from this offering directly to purchaser’s account?   o Yes 
       o No

     

    If
“Yes,”
      please indicate the account number :
      _____________________________________

    

      
        	 	 	 
	
                Broker/Dealer

              	 	
                Account
                  Executive

              
	 	 	 
	 	 	 
	
                (Name
                  of Broker/Dealer)

              	 	
                (Signature)

              
	 	 	 
	 	 	 
	
                (Street
                  Address of Broker/Dealer Office)

              	 	
                (Print
                  Name)

              
	 	 	 
	 	 	 
	
                (City
                  of Broker/Dealer Office) (State) (Zip)

              	 	
                (Representative
                  I.D. Number)

              
	 	 	 
	 	 	 
	
                (Telephone
                  Number of Broker/Dealer Office)

              	 	
                (Date)

              
	 	 	 
	 	 	 
	
                (Fax
                  Number of Broker/Dealer Office)

              	 	
                (E-mail
                  Address of Account Executive)

              


      

    

     

    
      
        
        

      

      
        -
          14
          -