SUBSCRIPTION
AGREEMENT

    
    

    interCLICK,
Inc.

    257 Park
Avenue  South

    Suite
602

    New York,
NY  10010

    


    Gentlemen:

    


    The undersigned (the “Investor”) hereby confirms its
agreement with interCLICK, Inc., a Delaware corporation (the “Company”), and the
stockholders of the Company party hereto (the “Selling Shareholders”) as
follows:

     

    1.           This
Subscription Agreement, including the Terms and Conditions for Purchase of Stock
attached hereto as Annex I
(collectively, this “Agreement”) is made as of the
date set forth on the signature page hereto between the Company, the Selling
Shareholders and the Investor.

     

    2.           The
Company has authorized the sale and issuance to certain investors of up to an
aggregate of [____________] shares (the “Company Stock”) of its common stock,
par value $0.001 per share (the “Common Stock”), subject to
adjustment by the Company’s Board of Directors or a committee thereof, for a
purchase price of $[____] per share (the “Purchase
Price”).  The Selling Shareholders, severally and not jointly,
have authorized the sale to certain investors of up to an aggregate of
[____________] shares (the “Selling Shareholder Stock”,
and together with the Company Stock, the “Stock”) of the Company’s
Common Stock for the Purchase Price.  The number of shares of Selling
Shareholder Stock to be sold by each Selling Shareholder is set forth opposite
such Selling Shareholder’s name on Schedule C to the
Placement Agent Agreement, dated December  __, 2009 among the Company,
the Selling Shareholders and RBC Capital Markets Corporation (“RBC”) and Merriman Curhan Ford
& Co., as placement agents (the “Placement
Agents”).

     

    3.           The
offering and sale of the Stock (the “Offering”) are being made
pursuant to (a) an effective Registration Statement on Form S-3 (File No.
333-163159) (the “Registration
Statement”) filed by the Company with the Securities and Exchange
Commission (the “Commission”), including the
Prospectus contained therein (the “Base Prospectus”), (b) if
applicable, certain “free writing prospectuses” (as that term is defined in Rule
405 under the Securities Act of 1933, as amended (the “Act”)), that have been or will
be filed with the Commission and delivered to the Investor on or prior to the
date hereof  (the “Issuer Free Writing
Prospectus”), containing certain supplemental information regarding the
Stock, the terms of the Offering and the Company and
(c) a Prospectus Supplement (the “Prospectus Supplement” and,
together with the Base Prospectus, the “Prospectus”) containing
certain supplemental information regarding the Stock and terms of the Offering
that has been or will be filed with the Commission and delivered to the Investor
(or made available to the Investor by the filing by the Company of an electronic
version thereof with the Commission).
 

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    4.           The
Company and the Investor agree that the Investor shall purchase from the Company
and the Company shall issue and sell to the Investor the Company Stock set forth
on the signature page hereto for the aggregate purchase price set forth on the
signature page hereto.  The Company Stock shall be purchased pursuant
to the Terms and Conditions for Purchase of Stock attached hereto as Annex I and
incorporated herein by this reference as if fully set forth
herein.  The Selling Shareholders and the Investor agree that the
Investor shall purchase from each Selling Shareholder and each Selling
Shareholder shall, severally and not jointly, sell to the Investor, the Selling
Shareholder Stock set forth opposite the name of the Selling Shareholder on
Schedule A
attached hereto for the purchase price set forth opposite such Selling
Shareholder’s name.  The Investor acknowledges that the Offering is
not being underwritten by the Placement Agents and that there is no minimum
offering amount.

     

    5.           The
manner of settlement of the Stock purchased by the Investor shall be delivered
by crediting the account of the Investor’s prime broker (as specified by such
Investor on Exhibit
A annexed hereto) with the Depository Trust Company (“DTC”) through its
Deposit/Withdrawal At Custodian (“DWAC”) system, whereby
Investor’s prime broker shall initiate a DWAC transaction on the Closing Date
using its DTC participant identification number, and released by Action Stock
Transfer, the Company’s transfer agent (the “Transfer Agent”), at the
Company’s direction.  NO LATER THAN ONE (1) BUSINESS DAY
AFTER THE EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE INVESTOR AND THE
COMPANY AND THE SELLING STOCKHOLDERS, THE INVESTOR SHALL:

     

    
      	
               
      

            	
              (I)  

            	
              DIRECT
      THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE
      STOCK ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO
      CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE STOCK,
  AND

            


    

    


    
      	
               
      

            	
              (II) 

            	
              REMIT
      BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE
      FOR THE SHARES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING
      ACCOUNT:

            


    

    


    Signature
Bank

    950 Third
Avenue

    9th
Floor

    New York,
NY 10022

    ABA
026013576

    For
Credit to Signature Bank, as Escrow Agent for interCLICK, Inc.

    Account
No. 1501232773

     

    IT IS THE INVESTOR’S
RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER
ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DWAC
IN A TIMELY MANNER.  IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE
PURCHASE PRICE FOR THE SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR
SETTLEMENT IN A TIMELY MANNER, THE STOCK MAY NOT BE DELIVERED AT CLOSING TO THE
INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING
ALTOGETHER.


    
      
         


      

      
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    6.           The
Investor represents that, except as set forth below, (a) it has had no position,
office or other material relationship within the past three years with the
Company or persons known to it to be affiliates of the Company, (b) it is not a
FINRA member or an Associated Person (as such term is defined under the NASD
Membership and Registration Rules Section 1011) as of the Closing, and (c)
neither the Investor nor any group of Investors (as identified in a public
filing made with the Commission) of which the Investor is a part in connection
with the Offering of the Stock, acquired, or obtained the right to acquire, 20%
or more of the Common Stock (or securities convertible into or exercisable for
Common Stock) or the voting power of the Company on a post-transaction
basis.  Exceptions:

    


    
      
        

      
(If no exceptions, write “none.” If left blank, response will be deemed to
be “none.”)

     

    7.           The
Investor represents that it has received (or otherwise had made available to it
by the filing by the Company of an electronic version thereof with the
Commission) the Base Prospectus, the documents incorporated by reference therein
and any Issuer Free Writing Prospectus (collectively, the “Disclosure Package”), prior to
or in connection with the receipt of this Subscription Agreement.  The
Investor acknowledges that, prior to the delivery of this Subscription Agreement
to the Company, the Investor will receive certain additional information
regarding the Offering, including pricing information (the “Offering Information”). Such
information may be provided to the Investor by any means permitted under the
Act, including the Prospectus Supplement, a free writing prospectus and oral
communications.

     

    8.           No
offer by the Investor to buy Stock will be accepted and no part of the Purchase
Price will be delivered to the Company and the Selling Shareholders until the
Investor has received the Offering Information and the Company and the Selling
Shareholders have accepted such offer by countersigning a copy of this
Subscription Agreement, and any such offer may be withdrawn or revoked or
rejected, without obligation or commitment of any kind, at any time prior to the
Company (or the Placement Agents on behalf of the Company) sending (orally, in
writing or by electronic mail) notice of its acceptance of such offer and with
respect to Selling Shareholder Stock, notice of acceptance by a Selling
Shareholder sending (orally, in writing or by electronic mail) notice of its
acceptance.  An indication of interest will involve no obligation or
commitment of any kind until the Investor has been delivered the Offering
Information and this Subscription Agreement is accepted and countersigned by or
on behalf of the Company and/or the Selling Shareholders, as
applicable.

     

    9.           The
Company and the Investor acknowledge that the only material, non-public
information relating to the Company provided to the Investor in connection with
the Offering prior to the date hereof is the existence of the
Offering.
 

    
      
         


      

      
        - 3
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    Number of
Company Stock:______________________

    Company
Purchase Price Per Share: $_______________

    Aggregate
Number of Selling Shareholder Stock:______

    Selling
Shareholder Purchase Price Per Share: $_______

    Aggregate
Purchase Price: $______________________

     

    Please confirm that the foregoing
correctly sets forth the agreement between us by signing in the space provided
below for that purpose.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Dated
      as of:  December __, 2009

                                      
	 
      	 
      	 
      
	 
      
	
                                        INVESTOR

                                      
	 	 
	
                                        By:

                                      	 
      
	
                                        Print
      Name:  

                                      	 
      
	
                                        Title:

                                      	 
      
	
                                        Address:

                                      	 
      
	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    Agreed
and Accepted

    this ___
day of December, 2009:

     

    
      
        
          
            
              
                
                  	
                          interCLICK,
      Inc.

                        
	 
      	 
      
	
                          By:

                        	 
      
	
                          Name:  

                        	 
      
	
                          Title:

                        	 
      
	 
      	 
      
	 
      
	
                          Michael
      Mathews

                        
	 
      	 
      
	 
      
	
                          Barry
      Honig

                        
	 
      	 
      
	
                          BMB
      HOLDINGS LLLP

                        
	 
      	 
      
	
                          By:  BMB
      Holdings, LLC, its General Partner

                        
	 
      	 
      
	
                          By:

                        	 
      
	
                          Name:

                        	 
      
	
                          Title:

                        	 
      


                

              

            

          

        

      

    


    
      
         


      

      
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    ANNEX I

     

    TERMS
AND CONDITIONS FOR PURCHASE OF SHARES

     

    1.            Authorization and Sale of the
Stock.  Subject to the terms and conditions of this Agreement,
the Company has authorized the sale of the Stock.

     

    2.            Agreement
to Sell and Purchase the Stock; Placement Agent.

     

    2.1           At
the Closing (as defined in Section 3.1), (i) the
Company shall sell to the Investor, and the Investor shall purchase from the
Company, upon the terms and conditions set forth herein, the number of Company
Stock set forth on the signature page of the Subscription Agreement to which
these Terms and Conditions for Purchase of Stock are attached as Annex I (the “Signature Page”) for the
aggregate purchase price therefor set forth on the Signature Page and (ii) the
Selling Shareholders, severally and not jointly, shall sell to the Investor the
number of shares of Selling Shareholder Stock set forth opposite such Selling
Shareholder’s name on Exhibit B
hereto.

    


    2.2           The
Company and the Selling Shareholders propose to enter into substantially this
same form of Subscription Agreement with certain other investors (the “Other Investors”) and expects
to complete sales of Stock to them.  The Investor and the Other
Investors are hereinafter sometimes collectively referred to as the “Investors,” and this
Subscription Agreement and the Subscription Agreements executed by the Other
Investors are hereinafter sometimes collectively referred to as the “Agreements.”

    


    2.3           Investor
acknowledges that (i) the Company and the Selling Shareholders have agreed to
pay RBC Capital Markets Corporation and Merriman Curhan Ford & Co. (the
“Placement Agents”) a
fee (the “Placement
Fee”) in respect of the sale of Stock, and Selling Shareholder Stock, as
the case may be, to the Investor and (ii) the Company has agreed to pay MDB
Capital Group LLC a fee in respect of the sale of the Stock to the Investor in
its role as strategic advisor to the Company.

    


    2.4           The
Company and the Selling Shareholders have entered into a Placement Agent
Agreement, dated December  __, 2009 (the “Placement Agreement”), with
the Placement Agents that contains certain representations, warranties,
covenants and agreements of the Company and the Selling Shareholders that may be
relied upon by the Investor, which shall be a third party beneficiary thereof
and of the opinion delivered pursuant to Section 7(d) of the Placement Agreement
to the extent disclosed in such opinion.

    


    2.5           Anything
in the Subscription Agreement, Placement Agreement or elsewhere herein or
therein to the contrary notwithstanding (except for Section 4.5 hereof as to the
Investors), it is understood and agreed by the Company: (i) omitted; (ii) that
past or future open market or other transactions by any Investor or any person
to whom an offer of Stock has been made (each, an “Offeree”), including without
limitation, Short Sales (as defined below) or “derivative” transactions, before
or after the closing of this or future private placement transactions, may
negatively impact the market price of the Company’s publicly-traded securities;
(iii) that any Investor or Offeree, and counter parties in “derivative”
transactions to which any such Investor or Offeree is a party, directly or
indirectly, presently may have a “short” position in the Common Stock, and (iv)
that no Investor or Offeree shall be deemed to have any affiliation with or
control over any arm’s length counter-party in any “derivative” transaction,
provided all such activities have been undertaken by the Investor in accordance
with applicable law.


    
      
         


      

      
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    3.            Closings
and Delivery of the Stock and Funds.

     

    3.1         Closing.  The completion of
the purchase and sale of the Stock (the “Closing”) shall occur at a
place and time (the “Closing
Date”) to be specified by the Company and the Placement Agents, and of
which the Investors will be notified in advance by the Placement Agents, in
accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange
Act”).  At the Closing, (a) the Company shall cause the
Transfer Agent to deliver to the Investor(s) the Stock set forth on the
Signature Page registered in the name of the Investor or, if so indicated on the
Investor Questionnaire attached hereto as Exhibit A, in the
name of a nominee designated by the Investor, (b) the Selling Shareholders,
severally and not jointly, shall cause to be transfered to the Investor(s) the
number of shares of Selling Shareholder Stock set forth opposite such Selling
Shareholder’s name on Exhibit B hereto and
(c) the aggregate purchase price for the Stock being purchased by the Investor
shall be delivered by or on behalf of the Investor to the Company and the
Selling Shareholders.  For convenience of the parties, Company Stock
and Selling Shareholder Stock may be combined, aggregated or commingled for
purposes of delivery to an Investor the number of purchased shares of
Stock.

     

    3.2         Conditions to the
Obligations of the Parties.

    


    (a)           Conditions
to the Company’s Obligations.  The Company’s
obligation to issue and sell the Company Stock to the Investor shall be subject
to: (i) the receipt by the Company of the purchase price for the Company Stock
being purchased hereunder as set forth on the Signature Page, (ii) the accuracy
of the representations and warranties made by the Investor and the fulfillment
of those undertakings of the Investor to be fulfilled prior to the Closing Date
and (iii) the satisfaction of the conditions set forth in Section 7 of the
Placement Agreement.

    


    (b)           Conditions
to the Selling Shareholders’ Obligations.  The Selling
Shareholders’ obligation to sell the Selling Shareholder Stock to the Investor
shall be subject to: (i) the receipt by the Selling Shareholders of the purchase
price for the Selling Shareholder Stock being purchased hereunder as set forth
on the Signature Page, (ii) the accuracy of the representations and warranties
made by the Investor and the fulfillment of those undertakings of the Investor
to be fulfilled prior to the Closing Date and (iii) the satisfaction of the
conditions set forth in Section 7 of the Placement Agreement.


    
      
         


      

      
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    (c)           Conditions
to the Investor’s Obligations.  The Investor’s
obligation to purchase the Stock will be subject to the accuracy of the
representations and warranties made by the Company and the Selling Shareholders
and the fulfillment of those undertakings of the Company and the Selling
Shareholders to be fulfilled prior to the Closing Date, including without
limitation, those contained in the Placement Agreement, and to the condition
that RBC shall not have: (i) terminated the Placement Agreement pursuant to the
terms thereof or (ii) determined that the conditions to the closing in the
Placement Agreement have not been satisfied.  The Investor’s
obligations are expressly not conditioned on the purchase by any or all of the
Other Investors of the Stock that they have agreed to purchase from the Company
and the Selling Shareholders.  The Investor understands and agrees
that, in the event that RBC in its sole discretion determine that the conditions
to closing in the Placement Agreement have not been satisfied or if the
Placement Agreement may be terminated for any other reason permitted by the
Placement Agreement, then the Placement Agents may, but shall not be obligated
to, terminate the Placement Agreement, which shall have the effect of
terminating this Subscription Agreement pursuant to Section 14
below.

    


    3.3         Delivery of
Funds.   No later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall remit by wire transfer the amount of
funds equal to the aggregate purchase price for the Stock being purchased by the
Investor to the following account designated by the Company and the Placement
Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of
the date hereof, by and among the Company, the Placement Agents and Signature
Bank (the “Escrow
Agent”):

    


    Signature
Bank

    950 Third
Avenue

    9th
Floor

    New York,
NY 10022

    ABA
026013576

    For
Credit to Signature Bank, as Escrow Agent for interCLICK, Inc.

    Account
No. 1501232773

    


    Such
funds shall be held in escrow until the Closing and delivered by the Escrow
Agent on behalf of the Investors to the Company and the Selling Shareholders
upon the satisfaction, in the sole judgment of the Placement Agent, of the
conditions set forth in Section 3.2(b)
hereof.  The Placement Agents shall have no rights in or to any of the
escrowed funds, unless the Representative and the Escrow Agent are notified in
writing by the Company and the Selling Shareholders in connection with the
Closing that a portion of the escrowed funds shall be applied to the Placement
Fee.  The Company, the Selling Shareholders and the Investors agrees
to indemnify and hold the Escrow Agent harmless from and against any and all
losses, costs, damages, expenses and claims (including, without limitation,
court costs and reasonable attorneys fees) (“Losses”) arising under this
Section 3.3 or
otherwise with respect to the funds held in escrow pursuant hereto or arising
under the Escrow Agreement, unless it is finally, judicially determined that
such Losses resulted directly from the willful misconduct or gross negligence of
the Escrow Agent.  Anything in this Agreement to the contrary
notwithstanding, in no event shall the Escrow Agent be liable for any special,
indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Escrow Agent has been advised of the
likelihood of such loss or damage and regardless of the form of
action.


    
      
         


      

      
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    3.4         Delivery of
Stock.    No later
than one (1) business day after the execution of this Agreement by the Investor
and the Company, the Investor shall direct the broker-dealer at which the
account or accounts to be credited with the Stock being purchased by such
Investor are maintained, which broker/dealer shall be a DTC participant, to set
up a DWAC instructing the Transfer Agent, to credit such account or accounts
with the Stock.  Such DWAC instruction shall indicate the settlement
date for the deposit of the Stock, which date shall be provided to the Investor
by RBC.  Simultaneously with the delivery to the Company and the
Selling Shareholders by the Escrow Agent of the funds held in escrow pursuant to
Section 3.3
above, the Investor’s account or accounts shall be credited with the Stock
pursuant to the information contained in the DWAC.

    


    4.            Representations,
Warranties and Covenants of the Investor.

     

    The Investor acknowledges, represents
and warrants to, and agrees with, the Company, the Selling Shareholders and the
Placement Agents that:

    


    4.1           The
Investor (a) is knowledgeable, sophisticated and experienced in making, and is
qualified to make decisions with respect to, investments in shares presenting an
investment decision like that involved in the purchase of the Stock, including
investments in securities issued by the Company and investments in comparable
companies, (b) has answered all questions on the Signature Page and the Investor
Questionnaire and the answers thereto are true and correct as of the date hereof
and will be true and correct as of the Closing Date and (c) in connection with
its decision to purchase the number of Stock set forth on the Signature Page,
has received and is relying solely upon the Disclosure Package and the documents
incorporated by reference therein and the Offering Information.

    


    4.2           (a)
No action has been or will be taken in any jurisdiction outside the United
States by the Company, the
Selling Shareholders or the Placement Agents that would permit an
offering of the Stock, or possession or distribution of offering materials in
connection with the issue of the Stock in any jurisdiction outside the United
States where action for that purpose is required, (b) if the Investor is outside
the United States, it will comply with all applicable laws and regulations in
each foreign jurisdiction in which it purchases, offers, sells or delivers Stock
or has in its possession or distributes any offering material, in all cases at
its own expense and (c) the Placement Agents are not authorized to make and have
not made any representation, disclosure or use of any information in connection
with the issue, placement, purchase and sale of the Stock, except as set forth
or incorporated by reference in the Base Prospectus or the Prospectus
Supplement.
 

    
      
         


      

      
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    4.3           (a)
The Investor has full right, power, authority and capacity to enter into this
Subscription Agreement and to consummate the transactions contemplated hereby
and has taken all necessary action to authorize the execution, delivery and
performance of this Subscription Agreement, (b) this Subscription Agreement
constitutes a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ and contracting parties’ rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as to the enforceability of any rights to
indemnification or contribution that may be violative of the public policy
underlying any law, rule or regulation (including any federal or state
securities law, rule or regulation) and (c) the execution and delivery of this
Subscription Agreement and the consummation of the transactions contemplated
hereby do not conflict with or result in a breach of (i) Investor’s certificate
of incorporation or by-laws (or other similar governing documents), or (ii) any
material agreement or any law or regulation to which Investor is a party or by
which any of its property or assets is bound.

     

    4.4           The
Investor understands that nothing in this Subscription Agreement, the Prospectus
or any other materials presented to the Investor in connection with the purchase
and sale of the Stock constitutes legal, tax or investment
advice.  The Investor has consulted such legal, tax and investment
advisors and made such investigation as it, in its sole discretion, has deemed
necessary or appropriate in connection with its purchase of Stock.

     

    4.5           Each
Investor represents and warrants that, except as otherwise disclosed to the
Company in writing, from the date on which the Placement Agents first identified
the Company to the Investor as contemplating the Offering (the “Discussion Time”) up through
the execution of this Subscription Agreement, the Investor did not, directly or
indirectly, execute any Short Sales or engage in any other trading in the Common
Stock or any derivative security thereof.  Notwithstanding the
foregoing, in the case of an Investor and/or its affiliates that is,
individually or collectively, a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of the Investor’s or
affiliates assets and the portfolio managers have no direct knowledge of the
investment decisions made by the portfolio managers managing other portions of
the Investor’s or affiliates assets, the representation set forth above shall
only apply with respect to the portion of assets managed by the portfolio
managers that have knowledge about the financing transaction contemplated by
this Subscription Agreement and the Placement Agreement.  Each
Investor represents, warrants, covenants and agrees that (a) from the Discussion
Time through the date hereof, such Investor and its Affiliates did not, and (b)
from the date hereof until the date the transactions contemplated by this
Subscription Agreement and the Placement Agreement are first publicly announced
by the Company as described in Section 13, such
Investor will not, directly or indirectly, trade in the Common Stock or execute
or effect (or cause to be executed or effected) any Short Sale in the Common
Stock or disclose the existence of the offering contemplated by this Agreement
to any other person not subject to a non-disclosure or similar agreement
regarding the same.  Furthermore, for the time period set forth in
clause (b) above, the Investor will not directly or indirectly sell, offer to
sell, solicit offers to buy, dispose of, loan, pledge or grant any right with
respect to shares of Common Stock, except in compliance with all relevant
securities laws and regulations.  Notwithstanding the foregoing, no
Investor makes any representation, warranty or covenant hereby that it will not
engage in Short Sales in the securities of the Company after the time that the
transactions contemplated by this Agreement are first publicly announced by the
Company as described in Section
13.  “Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO
promulgated under the Exchange Act, whether or not against the box, and all
types of direct and indirect stock pledges, forward sales contracts, options,
puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule
16a-1(h) under the Exchange Act) and similar arrangements (including on a total
return basis), and sales and other transactions through non-U.S. broker dealers
or foreign regulated brokers.
 

    
      
         


      

      
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    5.            Survival of Representations,
Warranties and Agreements; Third Party
Beneficiary.  Notwithstanding any investigation made by any
party to this Subscription Agreement or by the Placement Agents, all covenants,
agreements, representations and warranties made by the Company and the Investor
herein will survive the execution of this Subscription Agreement, the delivery
to the Investor of the Stock being purchased and the payment
therefor.  The Placement Agents shall be third party beneficiaries
with respect to the representations, warranties and agreements of the Investor
in Section 4
hereof.

     

    6.            Notices.  All
notices, requests, consents and other communications hereunder will be in
writing, will be mailed (a) if within the domestic United States by first-class
registered or certified airmail, or nationally recognized overnight express
courier, postage prepaid, or by facsimile or (b) if delivered from outside the
United States, by International Federal Express or facsimile, and (c) will be
deemed given (i) if delivered by first-class registered or certified mail
domestic, three business days after so mailed, (ii) if delivered by nationally
recognized overnight carrier, one business day after so mailed, (iii) if
delivered by International Federal Express, two business days after so mailed
and (iv) if delivered by facsimile, upon electric confirmation of receipt and
will be delivered and addressed as follows:

     

    
      	
               
      

            	
              (a)

            	
              if to the Company,
      to:

            


    

     

    interCLICK,
Inc.

    257 Park
Avenue South, Suite 602

    New York,
NY 10010

    Attention:  Michael
Mathews, Chief Executive Officer

    Facsimile:  (646)
558-1225

     

    with copies
to:

     

    Sichenzia
Ross Friedman Ference LLP

    61
Broadway, 32nd Floor

    New York,
NY  10006

    Attention:  Harvey
Kesner, Esq.

    Facsimile:  (212)
930-9725

     

    
      	
            	
              (b)

            	
              if to the Selling
      Shareholders, to:

            


    

        

    _______________________________

    _______________________________

    _______________________________


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    


    (c)         if
to the Investor, at its address on the Signature Page hereto, or at such other
address or addresses as may have been furnished to the Company in
writing.

     

    7.            Changes.  This
Agreement may not be modified or amended except pursuant to an instrument in
writing signed by the Company, the Selling Shareholders and the
Investor.

     

    8.            Headings.  The
headings of the various sections of this Agreement have been inserted for
convenience of reference only and will not be deemed to be part of this
Agreement.

     

    9.            Severability.  In
case any provision contained in this Agreement should be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or
impaired thereby.

     

    10.        
Governing
Law.  This Agreement will be governed by, and construed in
accordance with, the internal laws of the State of New York, without giving
effect to the principles of conflicts of law that would require the application
of the laws of any other jurisdiction.

     

    11.         Counterparts.  This
Agreement may be executed in two or more counterparts, each of which will
constitute an original, but all of which, when taken together, will constitute
but one instrument, and will become effective when one or more counterparts have
been signed by each party hereto and delivered to the other
parties.  The Company, the Selling Shareholders and the Investor
acknowledge and agree that the Company and the Selling Shareholders shall
deliver its counterpart to the Investor along with the Prospectus Supplement (or
the filing by the Company of an electronic version thereof with the
Commission).

     

    12.        
Confirmation of
Sale.  The Investor acknowledges and agrees that such
Investor’s receipt of the Company’s and the Selling Shareholders’ signed
counterpart to this Agreement, together with the Prospectus Supplement (or the
filing by the Company of an electronic version thereof with the Commission),
shall constitute written confirmation of the Company’s and the Selling
Shareholders sale of Stock to such Investor.

     

    13.        
Press
Release.  The Company and the Investor agree that the Company
shall issue a press release announcing the Offering and disclosing all material
information regarding the  Offering prior to the opening of the
financial markets in New York City on the business day immediately after the
date hereof.

     

    14.        
Termination.  In the
event that the Placement Agreement is terminated by the Placement Agent pursuant
to the terms thereof, this Agreement shall terminate without any further action
on the part of the parties hereto.


    
      
         


      

      
        - 12
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    Exhibit
A

     

    interCLICK,
Inc.

     

    INVESTOR
QUESTIONNAIRE

     

    Pursuant
to Section 3 of
Annex I to the
Agreement, please provide us with the following information:

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  1.

                                	
                                  The
      exact name that your Stock is to be registered in. You may use a nominee
      name if appropriate:

                                	 	_____________________________
	 	 	 	 
	
                                  2.

                                	
                                  The
      relationship between the Investor and the registered holder listed in
      response to item 1 above:

                                	 	_____________________________ 
      
	 	 	 	 
	
                                  3.

                                	
                                  The
      mailing address of the registered holder listed in response to item 1
      above:

                                	 	_____________________________
	 	 	 	 
	
                                  4.

                                	
                                  The
      Social Security Number or Tax Identification Number of the registered
      holder listed in the response to item 1 above:

                                	 	_____________________________
	 	 	 	 
	
                                  5.

                                	
                                  Name
      of DTC Participant (broker-dealer at which the account or accounts to be
      credited with the Stock are maintained):

                                	 	_____________________________
	 	 	 	 
	
                                  6.

                                	
                                  DTC
      Participant Number:

                                	 	_____________________________
	 	 	 	 
	
                                  7.

                                	
                                  Name
      of Account at DTC Participant being credited with the
    Stock:

                                	 	_____________________________
	 	 	 	 
	
                                  8.

                                	
                                  Account
      Number at DTC Participant being credited with the Stock:

                                	 	_____________________________


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
B

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        SELLING SHAREHOLDERS

                                      	 	
                                        NUMBER OF SHARES OF

                                        STOCK OF STOCK TO BE

                                        SOLD

                                      	 	 	
                                        PURCHASE PRICE

                                      	 
	 	 	 	 	 	 	 	 	 
	
                                        BMB
      HOLDINGS LLLP

                                        595
      S. Federal Highway

                                        Suite
      600

                                        Boca
      Raton, FL 33432

                                        Facsimile:  ___________

                                      	 	 	517,500	 	 	$	 	 
	 	 	 	 	 	 	 	 	 
	
                                        Michael
      Mathews

                                        c/o
      interClick, Inc.

                                        257
      Park Avenue South, Suite 602

                                        New
      York, NY 10010

                                        Facsimile:  (646)
      558-1225

                                      	 	 	115,000	 	 	$	 	 
	 	 	 	 	 	 	 	 	 
	
                                        Barry
      Honig

                                        595
      S. Federal Highway

                                        Suite
      600

                                        Boca
      Raton, FL 33432

                                        Facsimile:  ___________

                                      	 	 	517,500	 	 	$	 	 
	 	 	 	 	 	 	 	 	 
	
                                        TOTAL

                                      	 	 	1,150,000