Name
      of Subscriber

                  


          

        

      

    

    


    SUBSCRIPTION
AGREEMENT

    


    interCLICK,
Inc.

    257 Park
Avenue South

    Suite
602

    New York,
NY 10010

    Attention:  Michael
Mathews, Chief Executive Officer

    


    Dear
Sirs:

    


    1.1          Subscription.  I,
the undersigned investor (the “Investor”), hereby subscribe for and agree to
purchase on the terms and conditions contained herein
_______________  shares of common stock and ___________ warrants to
purchase shares of common stock of interCLICK, Inc., a Delaware corporation (the
“Company”), on a one share and 1⁄4 warrant basis.  Each warrant is
exercisable at $1.40 per share over a three-year period.  The price
per share (and 1⁄4 warrant) is $1.00.  I understand the Company is
conducting a private placement offering on a “best efforts, partial all-or-none
basis” (the “Offering”) of $2,500,000 minimum and $5,000,000 maximum as
described in a Term Sheet dated June 8, 2009 (the “Term Sheet”).

    


    1.2          Subscription
Payment.  As payment for this subscription, simultaneously with
the execution hereof, I am wire transferring to Harris Cramer LLP (the “Escrow
Agent”) the amount of $__________.

    


    2.1          Investor Representations and
Warranties. I acknowledge, represent and warrant to, and agree with, the
Company as follows:

    


    
      (a)    I am
aware that my investment involves a high degree of risk;

    

    


    
      (b)    I
acknowledge and am aware that there is no assurance as to the future performance
of the Company;

    

    


    
      (c)    I am
purchasing the securities for my own account for investment and not with a view
to or for sale in connection with the distribution of the securities nor with
any present intention of selling or otherwise disposing of all or any part of
the securities.  I agree that I must bear the economic risk of my
investment for an indefinite period of time because, among other reasons, the
securities have not been registered under the Securities Act of 1933 (the
“Securities Act”) or under the securities laws of any states and, therefore,
cannot be resold, pledged, assigned or otherwise disposed of unless they are
subsequently registered under the Securities Act and under applicable securities
laws of such states or an exemption from such registration is
available.  I hereby authorize the Company to place a legend denoting
the restriction on the certificates to be issued. I acknowledge that no public
market will develop for the Warrants.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (d)    I further
acknowledge my understanding that the Company’s reliance on such exemptions
referred to in subsection (c) above are, in part, based upon the foregoing
representations, warranties, and agreements by me and that the statutory basis
for such exemptions would not be present, if, notwithstanding such
representations, warranties and agreements, I were acquiring the securities for
resale on the occurrence or non-occurrence of some pre-determined event. In
order to induce the Company to issue and sell the securities subscribed for
hereby to me, it is agreed that the Company will have no obligation to recognize
the ownership, beneficial or otherwise, of such securities or any part thereof
by anyone, except as set forth herein;

    

    


    
      (e)    I have
the financial ability to bear the economic risk of my investment in the Company
(including its possible total loss), have adequate means for providing for my
current needs and personal contingencies and have no need for liquidity with
respect to my investment in the Company;

    

    


    
      (f)    I have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the securities and have
obtained, in my judgment, sufficient information from the Company to evaluate
the merits and risks of an investment in the Company;

    

    


    
      (g)    I:________________

    

    


    
      (1)    Have
carefully read this Subscription Agreement and the Term Sheet, as well as
reports filed by the Company with the Securities and Exchange Commission (the
“Reports”) and understand and have evaluated the risks of a purchase of the
securities and have relied solely (except as indicated in subsection (2) and
(3)) on the information contained in this Subscription Agreement, the Term Sheet
and the Reports;

    

    


    
      (2)    Have been
provided an opportunity to obtain any additional information concerning the
offering, the Company and all other information to the extent the Company
possesses such information or can acquire it without unreasonable effort or
expense; and

    

    


    
      (3)    Have been
given the opportunity to ask questions of, and receive answers from, the Company
concerning the terms and conditions of the offering and other matters pertaining
to this investment.  In addition, as required by Section
517.061(11)(a)(3), Florida Statutes and by Rule 3E-500.05(a) thereunder, I may
have, at the offices of the Company, at any reasonable hour, after reasonable
prior notice, access to the materials set forth in the Rule which the Company
can obtain without unreasonable effort or expense.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      (h)   If the
undersigned is a corporation, trust, partnership, employee benefit plan,
individual retirement account, Keogh Plan, or other tax-exempt entity, it is
authorized and qualified to become an investor in the Company and the person
signing this Subscription Agreement on behalf of such entity has been duly
authorized by such entity to do so;

    

    


    
      (i)    No
representations or warranties have been made to the undersigned by the Company,
or any of their respective officers, employees, agents, affiliates or
attorneys;

    

    


    
      (j)    The
information contained in Section 2.2 of this Subscription Agreement is true and
correct including any information which I have furnished and furnish to the
Company with respect to my financial position and business experience, is
correct and complete as of the date of this Subscription Agreement and if there
should be any material change in such information prior to acceptance of my
subscription, I will furnish such revised or corrected information to the
Company;

    

    


    (k)          I
hereby acknowledge and am aware that except for any rescission rights that may
be provided under applicable state laws including the three day rights under
Florida law, I am not entitled to cancel, terminate or revoke this subscription,
and any agreements made in connection herewith shall survive my death or
disability;

    


    (l)           I
have not received any general solicitation or advertising regarding the purchase
of the securities and became aware of this investment through a substantive,
pre-existing relationship with the Company; and

    


    
      (m)         Where
applicable, I agree to be bound by any restrictions on resale of the securities
required by applicable state laws.

    

    


    (n)           For
a period of one year from the date of this Subscription Agreement, I will not,
whether in my own capacity or through a representative, agent or affiliate enter
into or effect any “short sales” (as such term is defined in Rule 10a-1 of the
Securities Exchange Act of 1934) of the Company’s Common Stock or engage in any
similar hedging transactions.

    


    2.2           Investor Representations and
Warranties Concerning Suitability, Accredited Investor and Eligible Client
Status.  I represent and warrant the following
information:

    


    
      (a)    The
following information should be provided by the person making the investment
decision whether on his own behalf or on behalf of an entity:

    

    


    
      
        
          
            
              
                	
                         
      

                      	
                        (1)

                      	
                        Name
      of Investor:

                      	 
      	
                          Age:

                      	 
      
	 
      	 
      	 
      
	 
      	
                        (2)

                      	
                        Name
      of person making investment decision

                      
	 
      	 
      	 
      
	 
      	 
      	 
      	
                          Age:

                      	 
      
	 
      	 
      	
                        (Print)

                      	 
      	 
      


              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    	 	
                            (3)

                          	
                            Principal
      residence address and telephone number:

                          
	 	 	 
	 	 
      	 
      
	 	 
      	 
      
	 	 
      	 
      


                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        (4)

                                      	
                                        Secondary
      residence address and telephone number:

                                      
	 	 	 
	 	 
      	 
      
	 	 
      	 
      
	 	 	 
	 	 	 
	 	 
      	 
      
	 	 	 
	 	 	

                                        I
      have no present intention of becoming a resident of any other state or
      jurisdiction. 

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  (5)

                                	
                                  Name,
      address, telephone number and facsimile number of employer or
      business:

                                
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	 	
                (i)

              	
                Nature
      of business

              	 
      


      

    

     

    
      
        
          
            
              	 	

                      (ii)

                    	
                      Position
      and nature of responsibilities

                       

                    


            

          

        

      

    

    


    
      
        
          
            	 	
                    (6)

                  	
                    Length
      of employment or in current position

                  	 
      


          

        

      

    

    


    
      
        	 	
                (7)

              	
                Prior
      employment, positions or occupations during the past five years (and the
      inclusive dates of each) are as
follows:

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Nature
      of Employment,

                                        or Occupation

                                      	 
      	
                                        Position/ Duties

                                      	 
      	
                                        From/To

                                      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      Attach
additional pages to answer any questions in greater detail, if
necessary.  Each prospective investor should answer the following
questions which pertain to income, tax rate, net worth, liquid assets, and
non-liquid assets by including spousal contribution even though the investment
will be held in single name.

    

     

    
      
        	 
      	
                (8)

              	
                

                  Business
      or professional education and the degree(s) received are as
      follows:

                

              


      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            School

                                          	 
      	
                                            Degree

                                          	 
      	
                                            Year Received

                                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Investor
      Representations.  Must Initial One.  Initial
      all appropriate spaces on the following pages (please initial only where
      appropriate).

            


    

    


    Sales in the United States
or to United States Persons

    


    For
Individual Investors Only:

    


    
      (1)     
______ I certify
that I am an accredited investor because I have an individual net worth, or my
spouse and I have combined net worth, in excess of $1,000,000.  For
purposes of this question, “net worth” means the excess of total assets at fair
market value, including home, home furnishings and automobiles, over total
liabilities.

    

    


    
      (2a)   
______
I certify
that I am an accredited investor because I had individual income (exclusive of
any income attributable to my spouse) of more than $200,000 in the last two
completed years and I reasonably expect to have an individual income in excess
of $200,000 this year.

    

    


    
      (2b)   
______
Alternatively,
my spouse and I have joint income in excess of $300,000 in each applicable
year.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      (3)     
______
I am a
director or executive officer of the Company.

    

    


    Other
Investors:

    


    
      (4)     
______
The
undersigned certifies that it is one of the following:  any bank as
defined in Section 3(a)(2) of the Securities Act whether acting in its
individual or fiduciary capacity; any broker or dealer registered pursuant to
section 15 of the Securities Exchange Act of 1934; insurance company as defined
in Section 2(13) of the Securities Act; investment company registered under the
Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act; 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; any plan established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state
or its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974, if
the investment decision is made by a plan fiduciary, as defined in Section 3(21)
of such Act, which is either a bank, savings and loan association, insurance
company, or registered investment advisor, or if the employee benefit plan has
total assets in excess of $5,000,000, or if a self-directed plan, with
investment decisions made solely by persons that are accredited
investors.

    

    


    
      (5)     
______
The
undersigned certifies that it is a private business development company as
defined in Section 202(a)(22) of the Investment Advisors Act of
1940.

    

    


    
      (6)     
______
The
undersigned certifies that it is a organization described in Section 501(c)(3)
of the Internal Revenue Code, corporation, Massachusetts or similar business
trust or partnership, not formed for the specific purpose of acquiring the
securities offered, with total assets in excess of
$5,000,000.

    

    


    
      (7)     
______
The
undersigned certifies that it is a trust, with total assets in excess of
$5,000,000, not formed for the specific purpose of acquiring the securities
offered, whose purchase is directed by a sophisticated person as described in
Rule 506(b)(2)(ii) of the Securities Act.

    

    


    
      (8)     
______
The
undersigned certifies that it is an entity in which all of the equity owners are
accredited investors.

    

    


    
      Non-United States
Persons

    

    


    
      (9)  
   ______
The
undersigned certifies that it is not and has not been a U.S. Person as defined
by Rule 902 of the Securities Act and is not acquiring the securities for the
account or benefit of any U.S. Person.

    

    


    
      (10)   
______
The
undersigned certifies that the securities are being purchased in an offshore
transaction as defined by Rule 902 of the Securities Act.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      (11)
______
The
undersigned certifies that it is acquiring the securities for investment and
without a view to distribution.

    

    


    3.           
Closing Conditions.

    


    (a)           On
the date this Subscription Agreement is accepted by the Company (the “Closing”
or the “Closing Date”), the Investor shall deliver or cause to be delivered to
the Company the following:

    


    
      (1)    this
Subscription Agreement duly executed by such Investor;

    

    


    
      (2)    the
Investor’s payment for the securities; and

    

    


    
      (3)    the
Registration Rights Agreement duly executed by such Investor.

    

    


    (b)           On
or before the Closing Date, the Company shall deliver or cause to be delivered
to each Investor the following:

    


    
      (1)    this
Subscription Agreement duly executed by the Company;

    

    


    
      (2)    certificates
for the securities purchased registered in the name of the
Investor;

    

    


    
      (3)    the
Registration Rights Agreement duly executed by the Company.

    

     

    (c)    The
obligations of the Company hereunder in connection with the Closing are subject
to the following conditions being met:

    


    
      (1)    the
accuracy in all material respects when made and on the Closing Date of the
representations and warranties of the Investor contained
herein;

    

    


    
      (2)    all
obligations, covenants and agreements of the Investor required to be performed
at or prior to the Closing shall have been performed; and

    

    


    
      (3)    the
delivery by the Investors of the items set forth in Section 3(a) of this
Subscription Agreement.

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (d)           The
respective obligations of the Investor in connection with the Closing are
subject to the following conditions being met:

     

    
      (1)    the
accuracy in all material respects when made and on the Closing Date of the
representations and warranties of the Company contained
herein;

    

    


    
      (2)    all
obligations, covenants and agreements of the Company required to be performed at
or prior to the Closing Date shall have been performed;

    

    


    
      (3)    the
delivery by the Company of the items set forth in Section 3(b) of this
Agreement; and

    

    


    
      (4)    the
Company shall have received a minimum of $2,500,000 of gross proceeds from the
Offering.

    

    


    4.            
Indemnification.  I
hereby agree to indemnify and hold harmless the Company, its officers,
directors, shareholders, employees, agents and attorneys against any and all
losses, claims, demands, liabilities and expenses (including reasonable legal or
other expenses) incurred by each such person in connection with defending or
investigating any such claims or liabilities, whether or not resulting in any
liability to such person) to which any such indemnified party may become subject
under the Securities Act, under any other statute, at common law or otherwise,
insofar as such losses, claims, demands, liabilities and expenses (a) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact made by me and contained in this Subscription Agreement, or (b)
arise out of or are based upon any breach of any representation, warranty or
agreement contained herein.

    


    5.            
Arbitration.  Any
controversy, dispute or claim against the Company, its officers, directors or
employees arising out of or relating to this Subscription Agreement including
the annexed transaction documents, or its interpretation, application,
implementation, breach or enforcement which the parties are unable to resolve by
mutual agreement, shall be settled by submission by either party of the
controversy, claim or dispute to binding arbitration in New York County, New
York (unless the parties agree in writing to a different location) before three
arbitrators in accordance with the rules of the American Arbitration Association
then in effect.  In any such arbitration proceeding, the parties agree
to provide all discovery deemed necessary by the arbitrators.  The
decision and award made by the arbitrators shall be final, binding and
conclusive on all parties to any arbitration proceeding for all purposes, and
judgment may be entered thereon in any court having jurisdiction
thereof.

    


    6.           
Counterparts.  This
Subscription Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.  The execution of this Subscription Agreement
may be by actual or facsimile signature.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    7.           
 Benefit.   This
Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto and their legal representatives, successors and
assigns.

    


    8.         
   Notices and
Addresses.   All notices, offers, acceptance and any other
acts under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addressees in person, by Federal Express
or similar overnight next business day delivery, or by facsimile delivery
followed by overnight next business day delivery, as follows:

    


    
      
        	
                Investor:

              	
                At
      the address designated

              
	 
      	
                in
      Section 2.2 of this

              
	 
      	
                Subscription
      Agreement

              
	 
      	 
      
	
                The
      Company:

              	
                interCLICK,
      Inc.

              
	 
      	
                257
      Park Avenue South, Suite 602

              
	 
      	
                New
      York, NY 10010

              
	 
      	
                Attention:
      Michael Mathews, Chief Executive Officer

              
	 
      	
                Facsimile:
      (646) 558-1227

              


      

    

    


    or to
such other address as any of them, by notice to the other may designate from
time to time.  The transmission confirmation receipt from the sender’s
facsimile machine shall be evidence of successful facsimile
delivery.  Time shall be counted from the date of
transmission.

    


    9.          
  Governing Law.
This Subscription Agreement and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided therein or performance shall
be governed or interpreted according to the laws of Delaware without giving
effect to the principles of choice of laws thereof.

    


    10.           Oral Evidence. This
Subscription Agreement constitutes the entire Subscription Agreement between the
parties and supersedes all prior oral and written agreements between the parties
hereto with respect to the subject matter hereof.  Neither this
Subscription Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally, except by a statement in writing signed by the
party or parties against which enforcement or the change, waiver discharge or
termination is sought.

    


    11.           Section
Headings.  Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part any of the terms or
provisions of this Subscription Agreement.

    


    12.           Survival of Representations,
Warranties and Agreements. The representations, warranties and agreements
contained herein shall survive the delivery of, and payment for, the
securities.

    


    13.           Acceptance of
Subscription.  The Company may accept this Subscription
Agreement at any time for all or any portion of the securities subscribed for by
executing a copy hereof as provided and notifying me within a reasonable time
thereafter.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SALES IN
FLORIDA

    Florida
Law Provides That When Sales Are Made To Five Or More Persons In Florida, Any
Sale Made In Florida Is Voidable By The Purchaser Within Three Days After The
First Tender Of Consideration Is Made By Such Purchaser To The Company, An Agent
Of The Company Or An Escrow Agent Or Within Three Days After The Availability Of
That Privilege Is Communicated To Such Purchaser, Whichever Occurs
Later.  Payments For Terminated Subscriptions Voided By Purchasers As
Provided For In This Paragraph Will Be Promptly Refunded Without Interest.
Notice Should Be Given To The Company To The Attention Of Michael Mathews At The
Address Set Forth On The Cover Page Of This Subscription Agreement.

    


    Individual
Investors

    


    
      
        	 
      	 
      	 
      
	
                Social
      Security Number

              	
                Print
      Name of Investor No. 1

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Signature
      of Investor No. 1

              	 
      


      

    

     

    
      
        	 
      	 
      	 
      
	
                Social
      Security Number

              	
                Print
      Name of Investor No. 2

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                Signature
      of Investor No. 2

              	 
      
	 
      	 
      	 
      


      

    

     

    Manner in
which securities are to be held:

    


    
      
        	
                _____
      Individual Ownership

              	
                _____
      Partnership

              
	 
      	 
      
	
                _____
      Tenants-in-Common

              	
                _____
      Trust

              
	 
      	 
      
	
                _____
      Joint Tenant With Right of Survivorship

              	
                _____
      Corporation

              
	 
      	 
      
	
                _____
      Tenants by the Entirety

              	
                _____
      Employee Benefit Plan

              
	 
      	 
      
	
                _____
      Community Property

              	
                _____
      Other (please indicate)

              
	 
      	 
      
	
                _____
      Separate Property

              	 
      


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Corporate
or Other Entity

    


    
      
        	 
      	 
      	 
      
	
                Federal
      ID Number

              	 
      	
                Print
      Name of Entity

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Signature,
      Title

              


      

    

    


    DATED:
__________________________

    


    By signing below, the undersigned
accepts the foregoing subscription and agrees to be bound by its
terms.

    


    interCLICK,
Inc.

    


    
      
        
          
            
              
                	
                        By:

                      	 
      	 
      	
                        Dated: 
      _________,
      2009 

                      
	 
      	
                         
      Michael Mathews

                         
      Chief Executive Officer