THE SHARES
REPRESENTED BY THIS CONVERTIBLE NOTE AND THE CONVERTIBLE NOTE HAVE
NOT BEEN REGISTERED UNDER THE FEDERAL OR ANY STATE SECURITIES LAWS
AND MAY NOT BE SOLD, TRANSFERRED OR HYPOTHECATED IN ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH LAWS AS MAY BE
APPLICABLE OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY,
THAT AN EXEMPTION FROM SUCH APPLICABLE LAWS EXIST.
CONVERTIBLE NOTE
FOR VALUE
RECEIVED, interCLICK, Inc., a Delaware corporation (the
“Company”), hereby promises to pay to the order of GRQ
Consultants, Inc. 401(k) (the “Holder”) at 595 South
Federal Highway, Suite 600, Boca Raton, FL 33432, or at such other
office as the Holder designates in writing to the Company, the
principal sum of $100,000 together with interest thereon computed
at the annual rate of six percent (6%). Principal and
interest shall be due and payable on December 31, 2009 unless this
Note has been prepaid by the Company or converted as provided
below. While in default, this Note shall bear interest
at the rate of 18% per annual or such maximum rate of interest
allowable under the laws of the State of Delaware. Payments shall
be made in lawful money of the United States.
1.
Conversion to Common Stock . The Holder shall
have the right to convert this Note into shares of common stock of
the Company at the rate of $2.00 per share as adjusted (the
“Conversion Price”) at any time.
2.
Anti-Dilution Protection .
(a) In
the event, prior to the payment of this Note, the Company shall
issue any of its shares of common stock as a stock dividend or
shall subdivide the number of outstanding shares of common stock
into a greater number of shares, then, in either of such events,
the shares obtainable pursuant to conversion of this Note shall be
increased proportionately; and, conversely, in the event
that the Company shall reduce the number of outstanding shares of
common stock by combining such shares into a smaller number of
shares, then, in such event, the number of shares of common stock
obtainable pursuant to the conversion of this Note shall be
decreased proportionately. Any dividend paid
or distributed upon the common stock in shares of any other class
of capital stock of the Company or securities convertible into
shares of common stock shall be treated as a dividend paid in
common stock to the extent that the shares of common stock are
issuable upon the conversion of the Note. In the event
that the Company shall pay a dividend consisting of the securities
of any other entity or in cash or other property, upon conversion
of this Note, the Holder shall receive the securities, cash, or
property which the Holder would have been entitled to if the Holder
had converted this Note immediately prior to the record date of
such dividend.
(b) In
the event, prior to the payment of this Note, the Company shall be
recapitalized by reclassifying its outstanding common stock (other
than into shares of common stock with a different par value, or by
changing its outstanding shares of common stock to shares without
par value), or in the event the Company or a successor corporation,
partnership, limited liability company or other entity (any of
which is defined as a “Corporation”) shall consolidate
or merge with or convey all or substantially all of its, or of any
successor Corporation’s property and assets to any other
Corporation or Corporations (any such other Corporation being
included within the meaning of the term “successor
Corporation” used in the context of any consolidation or
merger of any other Corporation with, or the sale of all or
substantially all of the property of any such other Corporation to,
another Corporation or Corporations), or in the event
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