ACCOUNTS RECEIVABLE FINANCING AGREEMENT
This AGREEMENT is entered into by and between DESKTOP ACQUISITION SUB, INC., doing
business as INTERCLICK, INC. , a Delaware corporation, having its principal place of business at 257 Park
Avenue South, Suite 602, New York, NY 10010 (" Client "), and CRESTMARK COMMERCIAL
CAPITAL LENDING LLC located at 726 Highlandia Drive, Baton Rouge, Louisiana 70810 (hereinafter
referred to as " CRESTMARK ").
1. Purpose, Definitions and Construction . The purpose of this Agreement and the financing provided herein
is commercial in nature and is not for household, consumer, family and/or personal use. The following terms have
been given the following meanings:
1.1. “ Account Debtor ” - the obligor on an Account.
1.2. “ Accounts ” - accounts (as defined in the Uniform Commercial Code) created by the Client.
1.3. “ Agreement ” - This Accounts Receivable Financing Agreement as modified or amended from time to
time, and any exhibits or attachments to this Agreement.
1.4. “ Avoidance Claim ” - any claim that any payment received by Crestmark from or for the account of an
Account Debtor is avoidable under the Bankruptcy Code or any other debtor relief statute.
1.5. “ Balance Subject to Interest ” – The difference between the unpaid Net Face Amount of Purchased
Accounts and the Reserve Percentage.
1.6. “ Crestmark ” - see preamble.
1.7. “ Crestmark Investment ” - with respect to a Purchased Account, the sum of (i) the Initial Purchase
Price, plus (ii) all past due fees and charges owed by Client to Crestmark relating to said Purchased Account.
1.8. “ Crestmark Investment Percentage ” - 100% less the Reserve Percentage.
1.9. “ Clearance Days ” – Three (3) calendar days.
1.10. “ Client ” - see Preamble.
1.11. “ Closed ” -a Purchased Account is closed upon the first to occur of (i) receipt of full payment by
Crestmark or (ii) the unpaid balance has been charged to the Reserve Account by Crest