REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 22
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
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-
“ 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