Longview Marquis Master Fund, L.P. c/o Viking Asset Management, L.L.C.
Longview
Marquis Master Fund, L.P.
c/o
Viking Asset Management, L.L.C.
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August
29, 2008
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Attention:
Chief Executive Officer
|
Re:
|
Amendment
to Note No. VAM-001
|
Ladies
and Gentlemen:
Reference
is hereby made to each of (i) that certain Securities
Purchase Agreement, dated as of November 15, 2007, by and among Customer
Acquisition Network Holdings, Inc. (n/k/a interCLICK, Inc.) (the “Company”),
Longview Marquis Master Fund, L.P. (“Buyer”),
and
Alpha Capital Anstalt (such Securities Purchase Agreement, as amended through
the date hereof and as may otherwise be amended, restated, suplemented or
modified and in efect from time to time, the “Purchase
Agreement”),
pursuant to which the Company issued to Buyer that certain Note No. VAM-001
in
the original principal amount of $4,388, 889.00 (such Note, together with any
promissory note or other securities issued in exchange or substitution therefor
or replacement thereof, and as any of the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time, the
“Buyer
Note”),
of
which $1,289,991.49 principal
amount remains outstanding on the date hereof.
Buyer
and
the Company and the Subsidiaries hereby agree that, subject
to, and effective upon, the receipt by Buyer of cash in the amount of $20,000
(the “Extension
Amount”),
by
wire transfer of immediately available funds in accordance with the instructions
set forth on Exhibit A
hereto,
from the Company by no later than 5:00 p.m. New York time, on the date hereof
(such time and date, the “Payment
Deadline”),
the
definition of “Maturity
Date”
set
forth in the Appendix to the Buyer Note shall be amended to read in its entirety
as follows:
“Maturity
Date”
means
September 29, 2008.”
In
the
event that Buyer does not receive the Extension Amount by the Payment Deadline,
this Agreement shall be null and void and of no force and effect, and the Buyer
Note shall not be amended in the manner set forth herein (i.e., the
“Maturity
Date”
in
the
Buyer Note shall remain August 30, 2008).
This
letter agreement shall be governed by, and construed in accordance with, the
internal laws of the state of New York, without giving effect to its principles
of conflicts of laws, shall be binding upon the parties hereto and their
respective successors and assigns, and may be executed in counterparts (which
may be delivered by facsimile or other electronic transmission).
As
modified hereby, the Amendment Agreement remains in full force and
effect.
* * * * *
IN
WITNESS WHEREOF,
the parties hereto have caused this Letter Agreement to be duly executed as
of
the date first written above.
|
LONGVIEW
MARQUIS MASTER FUND, L.P.,
a
British Virgin Islands limited partnership
By:
Viking Asset Management, LLC
Its:
Investment Adviser
By:
S. ▇▇▇▇▇▇▇
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Name: S.
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Title: Chief
Financial Officer
|
| Acknowledged and Agreed to this 29th day of August, 2008. | ||
| INTERCLICK, INC. | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Chief Executive Officer | |
| CUSTOMER ACQUISITION NETWORK, INC. | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Chief Executive Officer | |
| DESKTOP ACQUISITION SUB, INC. | ||
| By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Chief Executive Officer | |