REGISTRATION RIGHTS
AGREEMENT

    


    THIS REGISTRATION RIGHTS AGREEMENT
(“Agreement”) is entered into as of the 22nd
day of June, 2009 by and between interCLICK, Inc., a Delaware corporation (the
“Company”) and the person identified on the signature page of this Agreement
(the “Investor”).

    


    WHEREAS, the Company has agreed to
provide certain registration rights to the Investor in order to induce the
Investor to enter into that certain subscription agreement with the Company (the
“Subscription Agreement”).

    


    Now, therefore, in consideration of the
mutual promises and the covenants as set forth herein, the parties hereto hereby
agree as follows:

    


    1.           Definitions.  Unless
the context otherwise requires, the capitalized words and terms defined in this
Section 1 shall have the meanings herein specified for all purposes of this
Agreement, applicable to both the singular and plural forms of any of the terms
herein defined.

    


    “Agreement” means this
Registration Rights Agreement, as the same may be amended, modified or
supplemented in accordance with the terms hereof.

    


    “Board” means the
Board of Directors of the Company.

    


    “Commission” means the
Securities and Exchange Commission or any other governmental body at the time
administering the Securities Act.

    


    “Common Stock” means
the Company’s authorized common stock, as constituted on the date of this
Agreement, any stock into which such Common Stock may thereafter be changed and
any stock of the Company of any other class, which is not preferred as to
dividends or assets over any other class of stock of the Company and which is
not subject to redemption, issued to the holders of shares of such Common Stock
upon any re-classification thereof.

    


    “Company” has the
meaning assigned to it in the introductory paragraph of this
Agreement.

    


    “Effective Date” has
the meaning assigned to it in Section 3(a) of this Agreement.

    


    “Event” has the
meaning assigned to it in Section 2(b) of this Agreement.

    


    “Event Date” has the
meaning assigned to it in Section 2(b) of this Agreement.

    


    “Exchange Act” means
the Securities Exchange Act of 1934 (or successor statute).

    


    “Excluded Forms” means
registration statements under the Securities Act on Forms S-4 and S-8, or any
successors thereto.


    
      
         


      

      
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    “Fair Market
Value”  shall mean: (i) if the principal trading market for
such securities is a national securities exchange or the Over-the-Counter
Bulletin Board (“OTCBB”) (or a similar system then in use), the last reported
sales price on the principal market on the Event Date or if the Event Date is
not a trading day, the trading day immediately prior to such an Event Date; or
(ii) if  (i) is not  applicable, and if bid and ask prices
for shares of Common Stock are reported by the principal trading market or
pinksheets.com (or any successor), the average of the high bid and low asked
prices so reported on the Event Date or if the Event Date is not a trading day
on the trading day immediately prior to such Event
Date.  Notwithstanding the foregoing, if there is no last reported
sales price or bid and asked prices, as the case may be, for the day in
question, then Fair Market Value shall be determined as of the latest day prior
to such day for which such last reported sales price or bid and ask prices, as
the case may be, are available, unless such securities have not been traded on
an exchange or in the over-the-counter market for 30 or more days immediately
prior to the day in question, in which case the Fair Market Value shall be
determined in good faith by, and reflected in a formal resolution of, the
Board.

    


    “Filing Date” has the
meaning assigned to it in Section 2(a) of this Agreement.

    


    “Investor” has the
meaning assigned to it in the introductory paragraph of this
Agreement.

    


    “Non-Registered
Shares” has the meaning assigned to it in Section 2(b) of this
Agreement.

    


    “Person” includes any
natural person, corporation, trust, association, company, partnership, joint
venture, limited liability company and other entity and any government,
governmental agency, instrumentality or political subdivision.

    


    The terms “register” “registered” and
“registration”
refer to a registration effected by preparing and filing a registration
statement on other than any of the Excluded Forms in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such
registration statement.

    


    “Registrable
Securities” means the Common Stock (i) issued to the Investor under the
Subscription Agreement and (ii) issuable upon exercise of warrants issued to the
Investor under the Subscription Agreement, (iii) any additional shares of Common
Stock issuable in connection with any anti-dilution provisions in the
Subscription Agreement including any securities of the Company issued with
respect to such Common Stock by way of a stock dividend or stock split or in
connection with a combination, recapitalization, share exchange, consolidation
or other reorganization of the Company.

    


    “Rule 144” is defined
in Section 9 of this Agreement.

    


    “Securities Act” means
the Securities Act of 1933 (or successor statute).


    
      
         


      

      
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    “Selling Expenses”
means all selling commissions, discounts, finder’s fees, stock transfer taxes
and counsel fees and expenses of the Investor, if any, applicable to the
Registrable Securities registered by the Investor.

    


    “Shares” means the
shares of Common Stock issued pursuant to the Subscription Agreement including
any Shares issued upon the exercise of warrants.

    


    “Subscription
Agreement” has the meaning assigned to it in the Whereas clause of this
Agreement.

    


    2.           Required
Registration.

    


    (a)           Within
60 days from the date of this Agreement (the “Filing Date”), the Company shall
file with the Commission a registration statement on Form S-1 or such other form
as may be appropriate in order to permit the Investor to publicly sell the
Shares.

    


    (b)           If:
(i) the registration statement is not filed on or prior to the Filing Date; or
(ii) the Company fails to cause the registration statement to be declared
effective by the Effective Date (any such failure or breach being referred to as
an “Event,” and the date on which such Event occurs being referred to as the
“Event Date”), then, until the applicable Event is cured, the Company shall pay
to the Investor in cash or in shares of Common Stock at Fair Market Value at the
Company’s option, as liquidated damages and not as a penalty, an amount equal to
1.0% of the total amount invested by the Investor under the Subscription
Agreement for each 30 day period (prorated for partial periods) during which
such Event continues uncured. While such Event continues, such liquidated
damages shall be paid not less often than every 30 days. Any unpaid liquidated
damages as of the date when an Event has been cured by the Company shall be paid
within seven business days following the date on which such Event has been cured
by the Company. Provided, however, the
foregoing liquidated damages shall not accrue or be otherwise charged during any
period in which the Investor may sell all Shares on any given day under Rule
144. Notwithstanding
anything herein to the contrary, to the extent that the registration of any or
all of the Registrable Securities by the Company on a registration statement is
prohibited (the “Non-Registered Shares”) as a result of rules, regulations,
positions or releases issued or actions taken by the Commission (including its
Division of Corporation Finance or any other part of its staff) pursuant to its
authority with respect to Rule 415 (or successor rule) and the Company has
registered at such time the maximum number of Registrable Securities permissible
upon consultation with the  Commission (including its Division of
Corporation Finance or any other part of its staff), then the liquidated damages
described in this Section 2(b) shall not be applicable to such Non-Registered
Shares.

    


    3.           Obligations
of the Company. If and whenever the Company is required by the provisions
hereof to effect or cause the registration of any Registrable Securities under
the Securities Act as provided herein, the Company shall:


    
      
         


      

      
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    (a)           use
commercially reasonable efforts to prepare and file with the Commission a
registration statement with respect to such Registrable Securities and use
commercially reasonable efforts to cause such registration statement to become
effective within 120 days of the date of this Agreement (the “Effective Date”)
and to remain effective as otherwise provided in this Agreement;

    


    (b)          
use commercially reasonable efforts to prepare and file with the Commission such
amendments to such registration statement (including post-effective amendments)
and supplements to the prospectus included therein as may be necessary to keep
such registration statement effective, subject to the qualifications in Section
4(a), and to comply with the provisions of the Securities Act with respect to
the sale or other disposition of all Registrable Securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the Investor  set forth in such registration
statement;

    


    (c)           
furnish to the Investor such number of copies of such registration statement and
of each such amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus included in such registration
statement (including each preliminary prospectus), in conformity with the
requirements of the Securities Act, and such other documents, as each Investor
may reasonably request, in order to facilitate the public sale or other
disposition of the Registrable Securities owned by the Investor;

    


    (d)           use
all commercially reasonable efforts to make such filings under the securities or
blue sky laws of New York and Florida to enable the the Investor to consummate
the sale in such jurisdiction of the Registrable Securities owned by the
Investor;

    


    (e)          
 notify the Investor at any time when a prospectus relating to their
Registrable Securities is required to be delivered under the Securities Act, of
the Company’s becoming aware that the prospectus included in the related
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly prepare and furnish to the Investor a
reasonable number of copies of a prospectus supplemented or amended so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing;

    


    (f)           
otherwise use commercially reasonable efforts to comply with all applicable
rules and regulations of the Commission;

    


    (g)           to
use commercially reasonable efforts to cause Registrable Securities to be quoted
on each trading market and/or in each quotation service on which the Common
Stock of the Company is then listed or quoted; and

    


    (h)           notify
the Investor of any stop order threatened or issued by the Commission and take
all actions reasonably necessary to prevent the entry of such stop order or to
remove it if entered.


    
      
         


      

      
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    4.           Other
Procedures.

    


    (a)           
Subject to the remaining provisions of this Section 4(a) and the Company’s
general obligation to use commercially reasonable efforts under Section 3, the
Company shall be required to maintain the effectiveness of a registration
statement until the earlier of (i) the sale of all Registrable Securities, (ii)
when all shares of Common Stock issuable upon exercise of the Warrants are
eligible to be sold under Rule 144 (or successor rule), or (iii) 12 months from
the date of this Agreement. Provided, however, that the
Company shall not be required to file any post-effective amendment to any
registration statement or file any prospectus supplement under Rule 424(b)(3) of
the Securities Act beginning six months from the date of this Agreement unless
and until the Company fails to file with the Commission a Form 10-Q or Form 10-K
within the time required by the rules of the Commission including Rule 12b-25
(or any successor rule). The Company shall have no liability to the Investor for
delays in the Investor being able to sell the Registrable Securities (i) as long
as the Company uses commercially reasonable efforts to file a registration
statement, amendments to a registration statement, post-effective amendments to
a registration statement or supplements to a prospectus contained in a
registration statement (including any amendment or post effective amendments),
(ii) where the required financial statements or auditor’s consents are
unavailable or (iii) where the Company would be required to disclose information
at a time when it has no duty to disclose such information under the Securities
Act, the Exchange Act, or the rules and regulations of the Commission. Any such
delays shall be added to the periods provided in clauses (ii) and (iii)
above.

    


    (b)           In
consideration of the Company’s obligations under this Agreement, the Investor
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 3(e) herein, the Investor shall forthwith
discontinue his sale of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until the Investor’s receipt of
the copies of the supplemented or amended prospectus contemplated by said
Section 3(e) and,
if so directed by the Company, shall deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies, then in the Investor’s
possession of the prospectus covering such Registrable Securities current at the
time of receipt of such notice.

     

    (c)           
The Company’s obligation to file any registration statement or amendment
including a post-effective amendment, shall be subject to each Investor, as
applicable, furnishing to the Company in writing such information and documents
regarding such Investor and the distribution of such Investor’s Registrable
Securities as may reasonably be required to be disclosed in the registration
statement in question by the rules and regulations under the Securities Act or
under any other applicable securities or blue sky laws of the jurisdiction
referred to in Section 3(d) herein.  The Company’s obligations are
also subject to each Investor promptly executing any representation letter
concerning compliance with Regulation M under the Exchange Act (or any successor
rule or regulation). If any Investor fails to provide all of the information
required by this Section 4(c), the Company shall have no obligation to include
his Registrable Securities in a registration statement or it may withdraw such
Investor’s Registrable Securities from the registration statement without
incurring any penalty or otherwise incurring liability to such
Investors.


    
      
         


      

      
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    (d)           If
any such registration or comparable statement refers to the Investor by name or
otherwise as a stockholder of the Company, but such reference to the Investor by
name or otherwise is not required by the Securities Act or the rules thereunder,
then each Investor shall have the right to require the deletion of the reference
to the Investor, as may be applicable.

    


    (e)           In
connection with the sale of Registrable Securities, the Investor shall (if
required by law) deliver to each purchaser a copy of any necessary prospectus
and, if applicable, prospectus supplement, within the time required by Section
5(b) of the Securities Act.

    


    (f)           If
the Registrable Securities are eligible for sale under Rule 144, the Investor
shall sell the Registrable Securities under Rule 144 rather than the
registration statement; provided, however, that the
Company shall provide at the Investor’s request written confirmation that it has
filed all required reports (except Form 8-K) under Section 13 or 15(d) of the
Exchange Act during the prior 12 months.

    


    5.           Registration
Expenses.  In connection
with any registration of Registrable Securities pursuant to Section 2, the
Company shall, whether or not any such registration shall become effective, from
time to time, pay all expenses (other than Selling Expenses) incident to its
performance of or compliance, including, without limitation, all registration,
and filing fees, fees and expenses of compliance with securities or blue sky
laws, word processing, printing and copying expenses, messenger and delivery
expenses, fees and disbursements of counsel for the Company and all independent
public accountants and other Persons retained by the Company.

    


    6.           Indemnification.

    


    (a)           In
the event of any registration of any shares of Common Stock under the Securities
Act pursuant to this Agreement, the Company shall indemnify and hold harmless
each Investor, from and against any losses, claims, damages or liabilities,
joint or several, to which each Investor may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in any registration
statement under which such Registrable Securities were registered under the
Securities Act, any preliminary prospectus or final prospectus contained
therein, or any amendment or supplement thereto, or any document incident to
registration or qualification of any Registrable Securities pursuant to Section
3(d) herein, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading or, with respect to any prospectus,
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or any violation by the Company of the
Securities Act, the Exchange Act, or state securities or blue sky laws
applicable to the Company and relating to action or inaction required of the
Company in connection with such registration or qualification under the
Securities Act or such state securities or blue sky laws.  If the
Company fails to defend the Investor as required by Section 6(c) herein, it
shall reimburse (after receipt of appropriate documentation) each Investor for
any legal or any other out-of-pocket expenses reasonably incurred by any of them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the
Company shall not be liable to an Investor in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon (i) an
untrue statement or alleged untrue statement or omission or alleged omission
made in said registration statement, said preliminary prospectus, said
prospectus, or said amendment or supplement or any document incident to
registration or qualification of any  Registrable Securities pursuant
to Section 3(d) hereof in reliance upon and in conformity with written
information furnished to the Company by such Investor specifically for use in
the preparation thereof or information omitted to be furnished by such Investor
or (ii) any act or failure to act of such Investor including the failure of any
Investor to deliver a prospectus as required by Section 5(e) of the Securities
Act.


    
      
         


      

      
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    (b)           In
the event of any registration of any Registrable Securities under the Securities
Act pursuant to this Agreement, each Investor shall indemnify and hold harmless
(in the same manner and to the same extent as set forth in Section 6(a)) the
Company, each director of the Company, each officer of the Company who signs
such registration statement, the Company’s attorneys and auditors and any Person
who controls the Company within the meaning of the Securities Act, with respect
to (i) any untrue statement or omission from such registration statement, any
preliminary prospectus or final prospectus contained therein, or any amendment
or supplement thereto, if such untrue statement or omission was made in reliance
upon and in conformity with written information furnished to the Company by such
Investor specifically for use in the preparation of such registration statement,
preliminary prospectus, final prospectus or amendment or supplement or (ii) from
any other act or failure to act of the Investor.

    


    (c)           Promptly
after receipt by an indemnified party of notice of the commencement of any
action involving a claim referred to in Section 6(a) or (b), such indemnified
party shall, if a claim in respect thereof is made against an indemnifying
party, give written notice to the indemnifying party of the commencement of such
action.  The indemnifying party shall be relieved of its obligations
under this Section 6(c) to the extent that the indemnified party delays in
giving notice and the indemnifying party is damaged or prejudiced by the
delay.  In case any such action is brought against an indemnified
party, the indemnifying party shall be entitled to participate in and to assume
the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election so as to assume the defense thereof, the
indemnifying party shall be responsible for any legal or other expenses
subsequently incurred by the indemnifying party in connection with the defense
thereof, provided,
however, that, if counsel for an indemnified party shall have reasonably
concluded that there is an actual or potential conflict of interest between the
indemnified and the indemnifying party the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
and such indemnifying party shall reimburse such indemnified party and any
Person controlling such indemnified party for the fees and expenses of counsel
retained by the indemnified party which are reasonably related to the matters
covered by the indemnity agreement provided in this Section 6; provided, further,
that in no event shall any indemnification by an Investor under this Section 6
exceed the net proceeds from the sale of Registrable Securities received by the
Investor.  No indemnified party shall make any settlement of any
claims indemnified against hereunder without the written consent of the
indemnifying party, which consent shall not be unreasonably
withheld.  In the event that any indemnifying party enters into any
settlement without the written consent of the indemnified party the indemnifying
party shall not, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff of a release of such indemnified party from all liability
in respect to such claim or litigation.


    
      
         


      

      
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    (d)           In
order to provide for just and equitable contribution to joint liability under
the Securities Act in any case in which under any indemnified party makes a
claim for indemnification pursuant to this Section 6, but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 6 provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required in
circumstances for which indemnification is provided under this Section 6; then,
in each such case, the Company and such Investor shall contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject as
is appropriate to reflect the relative fault of the Company and such Investor in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, it being understood that the parties acknowledge
that the overriding equitable consideration to be given effect in connection
with this provision is the ability of one party or the other to correct the
statement or omission (or avoid the conduct or take an act) which resulted in
such losses, claims, damages or liabilities, and that it would not be just and
equitable if contribution pursuant hereto were to be determined by pro-rata
allocation or by any other method of allocation which does not take into
consideration the foregoing equitable considerations.  Notwithstanding
the foregoing, (i) no such Investor shall be required to contribute any amount
in excess of the net proceeds to him of all Registrable Securities sold by him
pursuant to such registration statement, and (ii) no Person who is guilty of
fraudulent misrepresentation within the meaning of Section 11(f) of the
Securities Act shall be entitled to contribution from any Person who is not
guilty of such fraudulent misrepresentation.

    


    (e)           Notwithstanding any
of the foregoing, except for Common Stock registered on Form S-8, if, in
connection with an underwritten public offering of the Registrable Securities,
the Company, any of the Investor and the underwriters enter into an underwriting
agreement relating to such offering which contains provisions covering
indemnification among the parties, then the indemnification provision of this
Section 6 shall be deemed inoperative for purposes of such
offering.

    


    7.           Certain
Limitations on Registration Rights.  At any
time prior to the effectiveness of any registration statement filed pursuant to
this Agreement, if the Company determines to file a registration statement with
the Commission for the public sale of its securities and the managing
underwriter of such offering offers to purchase the Registrable Securities for
its own account at the same price including underwriting discounts and
applicable expenses as paid to the Company, the Investor shall either (i) elect
to include their Registrable Securities being registered pursuant to this
Agreement in the registration statement covering the sale of
the  Company’s securities, or (ii) immediately cease  their
public sales for a period of 90 days following the effective date of the
registration statement covering the sale by the
Company.  Additionally, no Investor may participate in the
registration statement relating to the sale by the Company of its Common Stock
as provided above unless such Investor enters into an underwriting agreement
with the managing underwriter and completes and/or executes all questionnaires,
indemnities and other reasonable documents requested by the managing
underwriter. Each Investor shall be deemed to have agreed by acquisition of its
Registrable Securities not to effect any public sale or distribution, including
any sale pursuant to Rule 144 under the Securities Act, of any Registrable
Securities and to use its best efforts not to effect any such public sale or
distribution of any other equity security of the Company (including any short
sale) or of any security convertible into or exchangeable or exercisable for any
equity security of the Company (other than as part of such underwritten public
offering) within 10 days before or 90 days after the effective date of such
registration statement.  In such event, the Investor shall, if
requested, sign a customary market stand-off letter with the Company’s managing
underwriter, and to comply with applicable rules and regulations of the
Commission.


    
      
         


      

      
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    8.           Allocation
of Securities Included in Registration Statement.  In the
case of a registration pursuant to Section 7 for the Company’s account, if the
Company’s managing underwriter shall advise the Company and the Investor in
writing that the inclusion in any registration pursuant hereto of some or all of
(a) the Registrable Securities sought to be registered by the Investor and
securities offered by other holders, and (b) the Company’s securities sought to
be registered creates a substantial risk that the proceeds or price per unit
that will be derived from such registration will be reduced or that the number
of securities to be registered is too large a number to be reasonably sold, (i)
first, the number of Company securities sought to be registered shall be
included in such registration, and (ii) next, the number of Registrable
Securities offered by the Investor and  securities  offered
by other holders  shall be included in such registration to the extent
permitted by the Company’s managing underwriter with the number of Registrable
Securities and such other securities being registered  determined on a
pro-rata basis based on the number of Registered Securities and securities the
participating holders including the Investor desire to have registered; provided, however,
that, if any participating Investor would be required pursuant to the provisions
of this Section 7 to reduce the number of Registrable Securities that he may
include in such registration, the Investor may withdraw all or any portion of
its Registrable Securities from such registration and may resume selling shares
under the registration statement (assuming it is effective) referred to in
Section 2 after the 90-day lock-up period.

    


    9.           Rule
144.  For one year from
the date of this Agreement, the Company covenants that it will file the reports
required to be filed under the Exchange Act and the rules and regulations
adopted by the Commission thereunder (or, in the event that the Company is not
required to file such reports, it will make publicly available information as
set forth in Rule 144(c) promulgated under the Securities Act), and it will take
such further action as the Investor may reasonably request, or to the extent
required from time to time to enable the Investor to sell their Registrable
Securities without registration under the Securities Act within the limitation
of the exemption provided by (a) Rule 144 under the Securities Act, as such Rule
may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission (collectively, “Rule 144”).  Upon
request of the Investor, the Company will deliver to the Investor a written
statement as to whether it has complied with such requirements.


    
      
         


      

      
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    10.           Severability.  In
the event any parts of this Agreement are found to be void, the remaining
provisions of this Agreement shall nevertheless be binding with the same effect
as though the void parts were deleted.

    


    11.           Counterparts.  This
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 Agreement may be by actual or
facsimile signature.

    


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

    


    13.           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:

    


    
      
        	
                To
      the Company:

              	
                interCLICK,
      Inc.

              
	 
      	
                257
      Park Avenue South

              
	 
      	
                Suite
      602

              
	 
      	
                New
      York, NY 10010

              
	 
      	
                Attention:
      Michael Mathews, Chief Executive Officer

              
	 
      	
                Facsimile:
      (646) 558-1227

              
	 
      	 
      
	
                With
      a Copy to:

              	
                Michael
      D. Harris, Esq.

              
	 
      	
                Harris
      Cramer LLP

              
	 
      	
                1555
      Palm Beach Lakes Boulevard

              
	 
      	
                Suite
      310

              
	 
      	
                West
      Palm Beach, FL 33401

              
	 
      	
                Facsimile:
      (561) 659-0701

              
	 
      	 
      
	
                To
      the Investor:

              	
                At
      the address on the signature
page

              


      

    

    


    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.

    


    14.           Attorneys’
Fees.  In the event that there is any controversy or claim
arising out of or relating to this Agreement, or to the interpretation, breach
or enforcement thereof, and any action or proceeding relating to this Agreement
is filed, the prevailing party shall be entitled to an award by the court of
reasonable attorneys’ fees, costs and expenses.

    


    15.           Oral
Evidence.  This Agreement constitutes the entire 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 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.


    
      
         


      

      
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    16.           Additional
Documents.  The parties hereto shall execute such additional
instruments as may be reasonably required by their counsel in order to carry out
the purpose and intent of this Agreement and to fulfill the obligations of the
parties hereunder.

    


    17.           Governing
Law.  This Agreement and any dispute, disagreement, or issue of
construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or performance shall be
governed or interpreted according to the internal laws of the State of
Delaware.

    


    18.           Arbitration.  Any
controversy, dispute or claim arising out of or relating to this Agreement, or
its interpretation, application, implementation, breach or enforcement which the
parties are unable to resolve by mutual agreement, shall be determined in
accordance with the provisions of the Subscription Agreement.

    


    19.           Section
or Paragraph 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 Agreement.

    


    20.           Force
Majeure.  The Company shall be excused from any delay in
performance or for non-performance of any of the terms and conditions of this
Agreement caused by any Force Majeure event. Force Majeure shall mean strikes,
labor disputes, freight embargoes, interruption or failure in the Internet,
telephone or other telecommunications service or related equipment, material
interruption in the mail service or other means of communication with the United
States, if the Company shall have sustained a material or substantial loss by
fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity
or malicious act, whether or not such loss shall have been insured, acts of God;
outbreak or material escalation of hostilities  or civil
disturbances,  national emergency or war (whether or not declared), or
other calamity or crises including a terrorist act or acts affecting the United
States; future laws, rules, regulations or acts of any government (including any
orders, rules or regulations issued by any official or agency of such
government), or any cause beyond the reasonable control of such
party.

    


    IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed personally or by a duly authorized representative thereof as of the day
and year first above written.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      THE
      COMPANY:

                                                    
	 
      
	
                                                      INTERCLICK,
      INC.

                                                    
	 
      
	 
      
	
                                                      By:

                                                    	 
      
	 
      	
                                                      Michael
      Mathews, Chief Executive
Officer

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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                            INVESTOR:

                          
	 
      
	 
      
	
                            Signature

                          
	 
      
	 
      
	
                            Printed
      Name of Investor

                          
	 
      
	 
      
	
                            Title
      of Authorized Signatory if Investor

                          
	
                            is
      a corporation or other entity

                          
	 
      
	 
      
	
                            Signature
      of spouse or co-owner, if any

                          
	 
      
	
                             

                          
	
                            Address
      of
Investor

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
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