SUBSCRIPTION AGREEMENTSubscription Agreement • July 22nd, 2008 • interCLICK, Inc. • Services-advertising • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in interCLICK, Inc., a Delaware corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of units (the “Units”), with each Unit consisting of (i) 1 share of common stock, par value $0.001 per share (the “Shares”) and (ii) a five year warrant to purchase 0.5 of one share of common stock at an exercise price of $2.50 per share, (the “Warrant”) for a purchase price of $2.00. For purposes of this Agreement, the term “Securities” shall refer to the Shares, the Warrants, and the shares of common stock underlying the Warrants (the “Warrant Shares”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATEWarrant • July 22nd, 2008 • interCLICK, Inc. • Services-advertising
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
