SC 14D9/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 7)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

interclick, inc.

(Name of Subject Company)

interclick, inc.

(Name of Person(s) Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

458483203

(CUSIP Number of Class of Securities)

Michael Katz

Chief Executive Officer

interclick, inc.

11 West 19^th Street, 10^th Floor

New York, New York 10011

(646) 722-6260

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

Harvey J. Kesner, Esq. Sichenzia Ross Friedman Ference LLP 61 Broadway, 32_nd Floor New York, New York 10006 Telephone: (212) 930-9700 David M. Schwartzbaum, Esq. Michael D. Helsel, Esq. Greenberg Traurig, LLP 200 Park Avenue New York, New York 10166 Telephone: (212) 801-9200

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 7 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of interclick, inc. (“interclick”) initially filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2011, as amended by Amendment No. 1 filed with the SEC on November 17, 2011, Amendment No. 2 filed with the SEC on November 18, 2011, Amendment No. 3 filed with the SEC on November 22, 2011, Amendment No. 4 filed with the SEC on November 23, 2011, Amendment No. 5 filed with the SEC on November 25, 2011 and Amendment No. 6 filed with the SEC on November 28, 2011 (the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Innsbruck Acquisition Corp., a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of Yahoo! Inc., a Delaware corporation (“Yahoo!”), disclosed in the Tender Offer Statement on Schedule TO (together with the exhibits thereto, as amended from time to time, the “Schedule TO”), filed by the Purchaser and Yahoo! with the SEC on November 15, 2011, pursuant to which the Purchaser has offered to purchase all of the issued and outstanding shares of common stock of interclick at a price per share of $9.00, net to the holder thereof in cash, without interest and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 15, 2011 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”). The Offer to Purchase and Letter of Transmittal were filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-9.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below. References to “sentences” and “paragraphs” set forth below mean sentences and paragraphs of the Schedule 14D-9 of interclick initially filed with the SEC on November 15, 2011.

Item 4. The Solicitation or Recommendation.

The first sentence of the second paragraph under Item 4(b) “Background of the Transaction” is hereby amended and restated to read as follows:

“On June 15, 2011, following the filing by Discovery Group I, LLC (“Discovery”) of a Schedule 13D with the SEC disclosing that it had acquired beneficial ownership of approximately 5.5% of the then outstanding interclick common stock, and as a result of having received a number of informal inquiries about possible strategic associations and potential acquisitions, the Board, recognizing that certain of its members had significant experience with mergers and acquisitions, formed the Special Projects Committee to facilitate the exploration of possible strategic alliance and potential acquisition opportunities by interclick and any financial advisor engaged by interclick to assist it with such exploration.”

A new paragraph is hereby added after the second paragraph under Item 4(b) “Background of the Transaction” as follows:

“Also on June 15, 2011, the Board approved the formation of the Shareholder Communications Committee to monitor and assist management with discussions with large shareholders, including Discovery. The members of the Shareholder Communications Committee were Messrs. Cotroneo, Cravatt and Honig.”

The third paragraph under Item 4(b) “Background of the Transaction” is hereby amended and restated to read as follows:

“On June 17, 2011, Michael Katz, Chief Executive Officer of interclick, was introduced via email to Marcus Shen, head of Corporate Development at Yahoo!, by Yahoo!’s Vice President, Americas. interclick and Yahoo! have had a commercial business relationship since 2007, and Yahoo! is a significant supplier of publisher advertising impressions to interclick, for which interclick has paid Yahoo! approximately $44.6 million during the period from the beginning of 2008 through September 30, 2011. Messrs. Katz and Shen subsequently corresponded about interclick’s business and agreed to talk further after Mr. Katz returned from an industry conference in Cannes, France in about a week. Messrs. Katz and Shen further corresponded regarding the possibility of Mr. Katz meeting with members of Yahoo! management at the upcoming conference to discuss interclick’s business generally. None

of the members of the Special Projects Committee played a role in suggesting the potential sale of interclick to Yahoo! at this point in time.”

The fifth paragraph under Item 4(b) “Background of the Transaction” is hereby amended and restated to read as follows:

“On June 28, 2011, the Chairman of the Special Projects Committee contacted LUMA Partners LLC (“LUMA Partners”) to discuss its potential engagement as a financial advisor to interclick, and tentatively negotiated the terms of LUMA Partners’ compensation in the event that interclick elected to engage LUMA Partners. LUMA Partners’ proposed compensation was structured in a manner that recognized the material contribution to be made by the Special Projects Committee and aligned LUMA Partners’ interests with those of interclick and its stockholders by providing for an increase in the compensation payable to LUMA Partners as the value of a possible transaction increased.”

The sixth paragraph under Item 4(b) “Background of the Transaction” is hereby amended and restated to read as follows:

“On July 1, 2011, the Special Projects Committee met and discussed engaging a financial advisor on behalf of interclick. At the time, the Special Projects Committee had considered engaging a number of financial advisors other than LUMA Partners, including GCA Savvian Advisors, LLC (“GCA Savvian”); however, the Special Projects Committee selected LUMA Partners based on, among other things, LUMA Partners’ experience in middle market digital media company transactions and prior sell-side transaction experience working opposite Yahoo! in its acquisition of Dapper, Inc. in October 2010. Mr. Wise serves as one of the fourteen members on LUMA Partners’ advisory board, but Mr. Wise does not receive any compensation for his services on such advisory board.”

The seventh paragraph under Item 4(b) “Background of the Transaction” is hereby amended restated with the following two paragraphs to read as follows:

“Also during the July 1, 2011 meeting, the Special Projects Committee considered the prospect of providing additional compensation to Board members who might assist interclick in evaluating and pursuing strategic alternatives. After discussion, the Special Projects Committee resolved to recommend that the Board form a subcommittee of the Compensation Committee to determine who would receive any such additional compensation, with Messrs. Cotroneo and Cravatt serving as members and Mr. Hills withdrawing as Chairman of the Compensation Committee for work related to the subcommittee.

During a special meeting of the Board that took place later that day, the Board approved interclick’s engagement of LUMA Partners and the formation of a subcommittee of the Compensation Committee. In addition, the Board authorized the subcommittee to engage experts as compensation consultants and study a group of peer companies for comparison purposes, or other factors if peer group data were unavailable, to ensure that any additional compensation paid to members of the Board arising out of their involvement in interclick’s strategic review process was appropriate. The Board also approved the grant of Restricted Shares to the independent members of the Board in recognition of a significant increase in their time and efforts during 2011, including their participation on the Litigation Committee, established on December 20, 2010, the Special Projects Committee, established on June 15, 2011, the Shareholders Communications Committee, established on June 15, 2011, and the subcommittee of the Compensation Committee, established on July 1, 2011. The Board approved the grant of 25,000 Restricted Shares for each of Messrs. Brauser, Honig, Cravatt, Hills, Cotroneo and Wise on the condition that such grant would be submitted to the compensation consultant in connection with its review of compensation to members of the Board and would be taken into consideration when such compensation consultant considers future 2011 grants to members of the Board.”

The last sentence of the 17^th paragraph under Item 4(b) “Background of the Transaction” is hereby amended and restated to read as follows:

“The three financial buyers subsequently indicated, without ever providing a formal indication of interest, that they were no longer interested in pursuing a potential acquisition of interclick.”

The 18^th paragraph under Item 4(b) “Background of the Transaction” is hereby amended and restated to read as follows:

“On August 24, 2011, Discovery amended its Schedule 13D to disclose that Discovery had increased its beneficial ownership of the then outstanding interclick common stock to approximately 9.3%, which amended Schedule 13D confirmed that Discovery was purchasing interclick common stock for investment purposes. interclick did not disclose to Discovery that it was in discussions with Yahoo! or any other party, and interclick did not provide any non-public information to Discovery.”

The last sentence of the 23^rd paragraph under Item 4(b) “Background of the Transaction” is hereby amended and restated to read as follows:

“Mr. Katz indicated that, based on his previous discussions with the members of the Special Projects Committee and the Board, the preliminary valuation was not in the range he understood would be expected by the Special Projects Committee or the Board, but that he would convey the information to the Special Projects Committee, the Board and interclick’s advisors for review, along with any more formal indication of interest conveyed by Yahoo!.”

A new paragraph is hereby added after the 25^th paragraph under Item 4(b) “Background of the Transaction” as follows:

“On August 31, 2011, LUMA Partners delivered draft discussion materials to the members of the Special Projects Committee and Mr. Katz. These draft materials, which were prepared for the purpose of negotiating with Yahoo! and any other interested party, contained a valuation analysis for interclick that reflected a preliminary implied range of values per share of interclick common stock of $5.44 to $14.77, with a preliminary indicative range of $9.42 to $11.09. These analyses were not prepared by LUMA Partners for the purpose of evaluating any potential strategic transaction or for the purpose of making a fairness determination with respect to any particular purchase price. The Special Projects Committee did not discuss these materials with LUMA Partners and did not rely upon these materials in connection with its discussions and negotiations with Yahoo! or any other party.”

The 26^th paragraph under Item 4(b) “Background of the Transaction” is hereby amended and restated to read as follows:

“On September 1, 2011, the Board held a telephonic meeting to further discuss the verbal indication that interclick had received two days earlier from Yahoo! and strategies for responding to Yahoo! in a manner that would lead to an improvement in Yahoo!’s indicated value for interclick, as well as the potential retention by interclick of GCA Savvian to act as the lead financial advisor to interclick. The Special Projects Committee had interviewed GCA Savvian in June 2011, and the Special Projects Committee considered the potential retention of GCA Savvian at this time because of GCA Savvian’s additional public company sell-side transaction experience and capabilities working opposite Yahoo!, including the sale of 5to1 Holding Corp. to Yahoo! in May 2011. Following the September 1, 2011 Board meeting, interclick held discussions with LUMA Partners regarding amending the LUMA Partners engagement letter to, among other things, reduce the aggregate fee payable to LUMA Partners in contemplation of the financial advisory services that GCA Savvian would be providing. interclick also held discussions with GCA Savvian regarding the terms for its potential engagement to act as lead financial advisor to interclick in connection with a potential acquisition.”

A new sentence is hereby added as the final sentence of the 28^th paragraph under Item 4(b) “Background of the Transaction” as follows:

“Following interclick’s engagement of GCA Savvian, LUMA Partners played a supporting role as a financial advisor to interclick.”

A new sentence is hereby added after the second sentence of the third paragraph under Item 4(d) “Illustrative Financial Projections” as follows:

“Because of such significant uncertainties and contingencies, interclick did not prepare illustrative forecasts beyond the period ending December 31, 2013.”

Three new sentences are hereby added as the final sentences of the second paragraph under Item 4(f) “Opinion of interclick’s Financial Advisor - Comparable Company Analysis” as follows:

“Furthermore, GCA Savvian adjusted Yahoo!’s equity value to reflect an assumed disposal of Yahoo!’s Asian assets for after-tax cash proceeds of approximately $8.5 billion, which proceeds are assumed to be retained on Yahoo!’s balance sheet. The assumption regarding the after-tax proceeds from such disposal was drawn from recent publicly available equity research on Yahoo!. GCA Savvian made this adjustment to better reflect, in its judgment, the market value of Yahoo!’s operating business.”

The third paragraph (excluding the table) under Item 4(f) “Opinion of interclick’s Financial Advisor - Comparable Company Analysis” is hereby amended and restated as follows:

“The following table sets forth the high, low, mean and median trading multiples of EBITDA and net income for these five companies in the online marketing services industry, based on the closing prices of common shares as of October 28, 2011 and publicly available consensus estimates of EBITDA and net income for fiscal years 2011 and 2012:”

The fourth paragraph under Item 4(f) “Opinion of interclick’s Financial Advisor - Comparable Company Analysis” is hereby amended and restated as follows:

“GCA Savvian determined a range of potential trading multiples of EBITDA and net income for interclick that it determined, based on its professional judgment and experience taking into account the EBITDA and net income multiples of the companies identified above, were most applicable to interclick. The following table sets forth the multiples indicated by this analysis and the implied per share values to interclick stockholders:

			Multiple Range				Implied Share Value(1)(2)
Metric	interclick  Metric(3)		Low		High		Mean		Median
LTM EBITDA	$	14.3		8.8		10.4	$	4.81	$	5.55
CY2011E EBITDA	$	19.2		7.7		9.5	$	5.52	$	6.62
CY2012E EBITDA	$	33.3		6.3		8.5	$	7.50	$	9.80
CY2011E Net Income	$	7.2		17.0		19.0	$	4.48	$	4.95
CY2012E Net Income	$	14.3		13.0		15.2	$	6.54	$	7.54

(1) Assumes $6.4 million net cash balance as of August 31, 2011, comprised of $8.8 million in cash and $2.4 million in debt. Assumes 25.2 million shares outstanding as of October 29, 2011; includes unvested options and Restricted Shares that will be assumed by Yahoo!.

(2) Assumes net exercise of approximately 6.6 million options and warrants outstanding as of October 29, 2011, consisting of 0.8 million warrants outstanding in 5 tranches with exercise prices ranging from $1.52 per share to $5.00 per share and 5.8 million options outstanding in 91 tranches with exercise prices ranging from $1.52 per share to $8.90 per share. The net exercise methodology accounts for dilution from “in the money” tranches only. Accordingly, the dilution from options and warrants beyond the 25.2 million shares outstanding as of October 29, 2011 is different at each assumed price.

(3) Millions of dollars. interclick metric provided by interclick management.”

The first paragraph (excluding the table) under Item 4(f) “Opinion of interclick’s Financial Advisor - Comparable Transactions Analysis” is hereby amended and restated as follows:

“Based on public information disclosed by the participant companies and other publicly available information and the interclick illustrative forecasts provided by interclick’s management for fiscal years 2011 and 2012, GCA Savvian calculated the multiples of enterprise value to LTM and next-twelve-months (NTM) EBITDA, referred to below as LTM EBITDA and NTM EBITDA, respectively, for the following selected seven comparable acquisitions of online marketing services companies and with similar business and/or financial profile to interclick that have been consummated or announced since January 2009:”

The fourth paragraph under Item 4(f) “Opinion of interclick’s Financial Advisor - Comparable Transactions Analysis” is hereby amended and restated as follows:

“GCA Savvian determined a range of potential multiples of LTM EBITDA and NTM EBITDA for interclick that it determined, based on its professional judgment and experience taking into account the LTM EBITDA and the NTM EBITDA multiples of the companies identified above, were most applicable to interclick. The following table sets forth the multiples indicated by this analysis and the implied per share values to holders of interclick stockholders:

			Multiple Range				Implied Share Value(1)(2)
Metric	interclick  Metric(3)		Low		High		Mean		Median
LTM EBITDA	$	14.3		10.0		15.0	$	5.37	$	7.63
NTM EBITDA	$	23.0		9.0		10.0	$	7.40	$	8.13

(1) Assumes $6.4 million net cash balance as of August 31, 2011, comprised of $8.8 million in cash and $2.4 million in debt. Assumes 25.2 million shares outstanding as of October 29, 2011; includes unvested options and Restricted Shares that will be assumed by Yahoo!.

(2) Assumes net exercise of approximately 6.6 million options and warrants outstanding as of October 29, 2011, consisting of 0.8 million warrants outstanding in 5 tranches with exercise prices ranging from $1.52 per share to $5.00 per share and 5.8 million options outstanding in 91 tranches with exercise prices ranging from $1.52 per share to $8.90 per share. The net exercise methodology accounts for dilution from “in the money” tranches only. Accordingly, the dilution from options and warrants beyond the 25.2 million shares outstanding as of October 29, 2011 is different at each assumed price.

(3) Millions of dollars. interclick metric provided by interclick management.”

The first paragraph under Item 4(f) “Opinion of interclick’s Financial Advisor - Premiums Paid Analysis” is hereby amended and restated as follows:

“GCA Savvian reviewed the consideration paid in 272 acquisitions of US publicly traded target companies involving transaction values between $100 million and $400 million between January 1, 2007 and October 28, 2011. GCA Savvian determined that non-sector specific acquisitions of US publicly traded target companies involving transaction values between $100 million and $400 million was the appropriate universe of acquisitions to consider for this premiums based analysis based on its professional judgment and experience and also taking into account the small number of comparable acquisitions of online marketing services companies with similar business and/or financial profiles to interclick that have been consummated or announced since January 2009. GCA Savvian calculated the premiums paid in these transactions over the applicable stock price of the target company one trading day prior to the announcement of the proposed acquisition and the applicable average closing stock price of the target company over the five trading days and thirty trading days prior to the announcement of the proposed acquisition, in each case, using publicly available data and rounding to the nearest two and one half percent, and calculated the implied per share value to interclick stockholders based on twenty fifth and seventy fifth percentile metrics.

	Applicable interclick common stock price		Premiums Paid						Implied Share Value
			Low			High			Low		High
1 Trading Day	$	7.47		15.5	%		55.0	%	$	8.78	$	11.58
5 Trading Day Average	$	7.32		20.0	%		55.0	%	$	8.79	$	11.35
30 Trading Day Average	$	6.23		22.5	%		57.5	%	$	7.63	$	9.81”

The first paragraph under Item 4(f) “Opinion of interclick’s Financial Advisor - Future Stock Price Analysis” is hereby amended and restated as follows:

“GCA Savvian performed an analysis of the implied present value per share of interclick common stock based on interclick’s projected future equity value using the interclick illustrative forecasts for fiscal years 2011 and 2012. To calculate the discounted equity value, GCA Savvian used the 2012 EBITDA estimate, multiplied that metric by the multiple range indicated in the table below, subtracted interclick’s net debt, and then discounted the result by interclick’s estimated cost of equity range indicated in the table below from December 31, 2012 to October 31, 2011. GCA Savvian calculated a mean cost of equity for the comparable company set by utilizing the capital asset pricing model, which takes into account certain financial metrics, including betas, for the comparable companies, as well as certain financial metrics for the United States financial markets generally. Based on the foregoing, GCA Savvian applied a range of cost of equity for interclick and estimated the implied value per share of interclick common stock as follows:

Multiple Range	Cost of Equity Range	Implied Share Value(1)(2)
8.0x	15.0x	$7.99
10.5x	12.0x	$10.51

(1) Assumes $6.4 million net cash balance as of August 31, 2011, comprised of $8.8 million in cash and $2.4 million in debt. Assumes 25.2 million shares outstanding as of October 29, 2011; includes unvested options and Restricted Shares that will be assumed by Yahoo!.

(2) Assumes net exercise of approximately 6.6 million options and warrants outstanding as of October 29, 2011, consisting of 0.8 million warrants outstanding in 5 tranches with exercise prices ranging from $1.52 per share to $5.00 per share and 5.8 million options outstanding in 91 tranches with exercise prices ranging from $1.52 per share to $8.90 per share. The net exercise methodology accounts for dilution from “in the money” tranches only. Accordingly, the dilution from options and warrants beyond the 25.2 million shares outstanding as of October 29, 2011 is different at each assumed price.”

The third sentence under the first paragraph of Item 4(f) “Opinion of interclick’s Financial Advisor - Securities Research Analysts’ Price Targets” is hereby amended and restated as follows:

“The range of analyst price targets for interclick common stock was $6.00 to $10.00 per share and the average analyst price target for interclick common stock was $8.57 per share.”

A new subheading followed by a new sentence is hereby added after the subsection of Item 4(f) entitled “ - Securities Research Analysts’ Price Targets” as follows:

“Other

GCA Savvian did not perform a discounted cash flow analysis of interclick because it was not provided a sufficient number of years of interclick illustrative forecasts to perform a meaningful analysis.”

A new sentence is hereby added as the final sentence of the fourth paragraph under of Item 4(f) “Opinion of interclick’s Financial Advisor - Miscellaneous” as follows:

“GCA Savvian’s fees are payable without regard to the identity of the acquiror.”

Item 5. Persons/Assets, Retained, Employed, Compensated or Used.

A new sentence is hereby added as the final sentence of the second paragraph under Item 5 as follows:

“LUMA Partners’ fees are payable without regard to the identity of the acquiror.”

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by replacing the fifth paragraph of the section entitled “Litigation” with the following:

On November 23, 2011, a putative class action lawsuit captioned Elghanian v. interclick, inc. et al., was filed in the Delaware Court of Chancery (the “Delaware Elghanian Action”). The Delaware Elghanian Action, which is substantially similar to the Elghanian Action previously filed in the Supreme Court of the State of New York, County of New York, names as defendants members of the Board, as well as interclick. The Delaware Elghanian Action alleges that the Board breached its fiduciary duties to interclick’s stockholders in connection with the Transaction, that the Transaction involves an unfair price and an inadequate sales process, that certain provisions of the Merger Agreement dissuade competing offers for interclick and coerce interclick’s stockholders to support the Transaction, that defendant members of the Board agreed to the transactions to benefit themselves personally, and that the Schedule 14D-9 filed by interclick on November 15, 2011 did not adequately disclose all material information. The Delaware Elghanian Action seeks injunctive relief, including to enjoin the Transaction, and an award of attorneys’ and other fees and costs, in addition to other relief. The foregoing description of the Delaware Elghanian Action is qualified in its entirety by reference to the copy of the complaint in the Delaware Elghanian Action attached hereto as Exhibit (g)(9), which is incorporated herein by reference. In addition, on November 23, 2011, the plaintiff in the Delaware Elghanian Action filed a motion to modify the Order of Consolidation and Appointment of Co-Lead Counsel, issued by the Delaware Court of Chancery on November 23, 2011 (attached hereto as Exhibit (g)(7) and incorporated herein by reference), to consolidate the Delaware Elghanian Action with the previously consolidated Lieberman and Whaley Actions and to appoint his counsel as Co-Lead and Liason Counsel in such consolidated action. This motion was withdrawn by the plaintiff in the Delaware Elghanian Action on November 28, 2011.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding to the end of the section entitled “Litigation” the following:

On December 4, 2011, the parties to the consolidated Lieberman and Whaley Actions and the Delaware Elghanian Action (collectively, the “Actions”) entered into a Memorandum of Understanding (the “MOU”) to settle all claims asserted therein. In connection with the MOU, the Company agreed, among other things, to amend the Schedule 14D-9 to include certain supplemental disclosures (the “Supplemental Disclosures”). The settlement is subject to, among other things, the execution of a stipulation of settlement and court approval by the Delaware Court of Chancery. Based upon the MOU, if the settlement is approved by the court, defendants will be released by the plaintiffs and all members of the relevant class of interclick stockholders from all claims alleged in the Actions, all claims concerning, arising from or otherwise relating to the Transaction, and all claims concerning, arising from or otherwise relating to the disclosures contained in the Schedule 14D-9 and the Supplemental Disclosures. The foregoing description of the MOU is qualified in its entirety by reference to a copy of the MOU attached hereto as Exhibit (g)(10) which is incorporated herein by reference. As a result of the settlement, the argument on plaintiffs’ preliminary injunction motion previously scheduled for December 7, 2011 has been cancelled.

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:

Exhibit No.	Description
(g)(10)	Memorandum of Understanding, dated as of December 4, 2011.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

interclick, inc.
By:	/s/ Roger Clark
Name:	Roger Clark
Title:	Chief Financial Officer

Date: December 5, 2011

EX-99.(G)(10)

Exhibit (g)(10)

MEMORANDUM OF UNDERSTANDING

This memorandum of understanding (“MOU”) is entered into as of December 4, 2011, by and among the parties (by and through their respective undersigned counsel) to the consolidated action pending in the Delaware Chancery Court (the “Delaware Court”), captioned In re interclick, Inc. Shareholders Litigation, Consol. C.A. No. 7038-VCG, and a related action pending in the Delaware Court, captioned Elghanian vs. interclick, Inc., et al., C.A. No. 7066-VCG. This MOU outlines the general terms of the Settlement (as defined herein) that are to be embodied, together with such other consistent terms as may be agreed by the parties, in a Stipulation (as defined herein) to be submitted for approval of the Delaware Court.

WHEREAS, on October 31, 2011, interclick, inc. (“interclick”), Yahoo!, Inc. (“Yahoo!”) and Innsbruck Acquisition Corp. (“Innsbruck”), a wholly owned subsidiary of Yahoo!, entered into an Agreement and Plan of Merger, dated October 31, 2011 (the “Merger Agreement”), pursuant to which (i) Yahoo! would commence a tender offer to acquire at least a majority (calculated on a fully diluted basis) of interclick’s outstanding common stock at a price per share of $9.00 in cash (the “Tender Offer”), and (ii) following completion of the Tender Offer, Innsbruck would merge with and into interclick, with interclick surviving the merger as a wholly-owned subsidiary of Yahoo! (the “Merger,” and collectively with the Tender Offer and any and all other transactions contemplated thereby, the “Proposed Transaction”);

WHEREAS, on November 8, 2011, plaintiff Siamak “Sam” Elghanian (“Elghanian”) filed a putative class action in the Supreme Court of the State of New York, County of New York (the “New York Court”), captioned Elghanian v. interclick, inc., et al., Index No. 653101/2011 (the “Elghanian New York Action”), which named as defendants the members of

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interclick’s board of directors (the “Board”), and which alleged, among other things, that the Board breached its fiduciary duties in connection with the Proposed Transaction, and sought to enjoin preliminarily the Proposed Transaction;

WHEREAS, shortly after filing the Elghanian New York Action, Elghanian sought expedited production of documents from various defendants;

WHEREAS, on November 11, 2011, plaintiffs Ronald Whaley (“Whaley”) and David Lieberman (“Lieberman”) each filed a putative class action in the Delaware Court, captioned Whaley v. Brauser, et al., C.A. No. 7038-VCG (the “Whaley Action”) and Lieberman v. interclick, inc., et al., C.A. No. 7039-VCG (the “Lieberman Action,” and collectively with the Whaley Action, the “Delaware Actions”), respectively, alleging substantially similar claims to those alleged in the Elghanian New York Action, and naming as defendants all of the defendants named therein and Yahoo!. The complaint filed in the Whaley Action also named Steven Rubin and David Honig as defendants, and the complaint filed in the Lieberman Action also named Innsbruck as a defendant. Hereinafter, all of the defendants named in the Delaware Actions will be referred to collectively as “Defendants.” The Delaware Actions sought to enjoin preliminarily the Proposed Transaction;

WHEREAS, on November 15, 2011, Yahoo! commenced the Tender Offer, scheduled to expire on December 13, 2011, and filed with the U.S. Securities and Exchange Commission (the “SEC”) related materials on schedule TO, and, among other things, interclick filed a solicitation and recommendation statement with the SEC on Schedule 14D-9, which subsequently has been amended (hereinafter, the Schedule 14D-9 and all amendments to the Schedule 14D-9 filed by interclick will be referred to collectively as the “14D-9”), in which the Board expressed its

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support for the Proposed Transaction and elicited stockholder support of the Proposed Transaction;

WHEREAS, on November 16, 2011, Elghanian filed an amended class action complaint in the Elghanian New York Action, which alleged, among other things, that the Board had failed to disclose all material information to interclick stockholders in the 14D-9, and sought to enjoin preliminarily the Proposed Transaction pending the disclosure of all material information;

WHEREAS, on November 17, 2011, Whaley filed an amended class action complaint in the Whaley Action, which alleged, among other things, substantially similar claims to those raised in the Elghanian New York Action and sought to enjoin preliminarily the Proposed Transaction pending the disclosure of all material information;

WHEREAS, also on November 17, 2011, Whaley filed a motion in the Whaley Action for expedited proceedings and a motion to enjoin preliminarily the Proposed Transaction, in which Lieberman joined, and as a result of such motion the Delaware Court scheduled a telephonic hearing on November 21, 2011;

WHEREAS, on November 18, 2011, Elghanian filed a motion in the Elghanian New York Action by order to show cause for expedited discovery and the scheduling of briefing and a hearing on his motion to enjoin preliminarily the Proposed Transaction, and, that same day, Justice Eileen Bransten of the New York Court scheduled a conference to take place on the motion before Justice O. Peter Sherwood on November 21, 2011;

WHEREAS, on November 20, 2011, counsel for the parties to the Delaware Actions negotiated a stipulated scheduling order for expedited discovery and to set a hearing date for plaintiffs’ motion for preliminary injunction at the convenience of the Delaware Court;

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WHEREAS, on November 21, 2011, defendants in the Delaware Actions and Elghanian New York Action substantially similar motions to proceed in one forum requesting that the respective judges confer with each other to determine the appropriate forum in which the putative stockholder class actions challenging the Proposed Transaction should proceed;

WHEREAS also on November 21, 2011, counsel for the parties to the Delaware Actions participated in a hearing by teleconference before the Delaware Court in connection with the respective motions filed by the parties to those actions. Prior to the teleconference, the parties to the Delaware Actions agreed to expedited discovery and briefing of the Delaware Action in connection with the motion for preliminary injunction, and during the teleconference, the Delaware Court (i) set a hearing date of December 7, 2011, in connection with the motion for a preliminary injunction, and (ii) directed that any reply brief in connection with the motion for a preliminary injunction must be filed on or before December 5, 2011. In addition, in response to Defendants’ motion to confer filed on November 21, 2011, Vice Chancellor Sam Glasscock advised the parties that the Delaware Court planned to discuss with Justice Sherwood the appropriate court — the New York Court or the Delaware Court — that should hear and decide the putative stockholder class actions challenging the Proposed Transaction, and noted that the Delaware Court believed that all actions challenging the Proposed Transaction should proceed in the Delaware Court.

WHEREAS, also on November 21, 2011, counsel for the parties to the Elghanian New York Action, together with counsel for Yahoo!, attended a conference with Justice Sherwood’s law clerk in connection with Elghanian’s expedition motion, and the parties suggested that

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Justice Sherwood should contact the Delaware Court to discuss in which court the putative stockholder class actions challenging the Proposed Transaction should proceed;

WHEREAS, on November 22, 2011, counsel for the parties to the Elghanian New York Action, together with counsel for Yahoo!, participated in a conference call with Justice Sherwood in which he advised that, under the circumstances, the New York Action would be stayed and the New York Court would defer to the Delaware Court, on the condition that, among other things, Elghanian would be permitted to file an action in the Delaware Court and Defendants would not oppose Elghanian’s efforts to participate in the proceedings in the Delaware Actions;

WHEREAS, on November 23, 2011, Justice Sherwood issued an order staying the Elghanian New York Action;

WHEREAS, also on November 23, 2011, the Delaware Court consolidated the Delaware Actions (collectively, the “Consolidated Delaware Action”), appointed lead and liaison counsel to lead the prosecution of the Consolidated Delaware Action, and entered a Stipulated Scheduling Order Regarding Expedited Proceedings in the Consolidated Delaware Action which, among other things, (i) required Defendants to engage in good faith efforts to begin a rolling production of documents immediately and to conclude their production no later than November 26, 2011, at 5:00 p.m.; (ii) provided that depositions would commence on or after November 28, 2011, and would be completed on or before November 30, 2011; (iii) established a briefing schedule that required plaintiffs in the Consolidated Delaware Action to file and serve their opening brief in support of their motion to enjoin preliminarily the Proposed Transaction no later than December 1, 2011, at 5:00 p.m., required Defendants in the Consolidated Delaware Action

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to file and serve any answering briefs in response to the motion no later than December 4, 2011 at 5:00 p.m., and required plaintiffs in the Consolidated Delaware Action to file and serve any reply in further support of the motion no later than December 5, 2011, at 11:59 p.m.; and (iv) scheduled a hearing to take place on the injunction motion on December 7, 2011 at 10:00 a.m. in Wilmington, Delaware;

WHEREAS, Steven Rubin and David Honig no longer were named as defendants in the Consolidated Delaware Action;

WHEREAS, also on November 23, 2011, Elghanian filed an action in the Delaware Court (the “Elghanian Delaware Action”), in which he alleged substantially similar claims to those he had raised in the Elghanian New York Action and those that were raised in the Consolidated Delaware Action, and sought to enjoin preliminarily the Proposed Transaction pending the disclosure of all material information;

WHEREAS, also on November 23, 2011, Elghanian filed a motion in the Delaware Court to, among other things, modify the Delaware Court’s appointment of lead and liaison counsel in the Consolidated Delaware Action;

WHEREAS, on November 23, 2011, the parties to the Consolidated Delaware Action entered into a Stipulation and Order Governing the Production and Exchange of Confidential Information, and, separately, Elghanian agreed to be bound thereby;

WHEREAS, between November 23, 2011, and November 26, 2011, the parties to the Consolidated Delaware Action conducted continued negotiations concerning the scope of the document requests initially made by lead counsel and lead counsel made further requests for documents and information based on its review and analysis of documents produced by

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Defendants, which requests were complied with by Defendants to the satisfaction of lead counsel;

WHEREAS, between November 23, 2011, and November 26, 2011, Defendants produced several thousand pages of documents to plaintiffs’ counsel in the Consolidated Delaware Action and in the Elghanian Delaware Action;

WHEREAS, during that same period, plaintiffs in the Consolidated Delaware Action and the Elghanian Delaware Action (together, the “Actions”) resolved to prosecute the Actions cooperatively and Elghanian agreed to support the lead and liaison counsel structure that the Delaware Court appointed;

WHEREAS, between November 26, 2011, and November 27, 2011, counsel for plaintiffs in the Actions (together, “Plaintiffs”) made further requests for additional information based on their joint review and analysis of the documents produced by Defendants, which requests were complied with by Defendants to the satisfaction of Plaintiffs’ counsel;

WHEREAS, on November 28, 2011, Plaintiffs conducted the deposition of Dean S. Asofsky, a managing director of GCA Savvian Advisors, LLC, interclick’s financial advisor in connection with the Proposed Transaction;

WHEREAS, on November 29, 2011, Plaintiffs conducted the deposition of defendant Michael Brauser, the Co-Chairman of the Board and the Chairman of interclick’s Special Projects Committee;

WHEREAS, on November 30, 2011, Plaintiffs conducted the deposition of defendant Michael Katz, the Chief Executive Officer of interclick and a member of the Board;

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WHEREAS, during the period from November 23, 2011, through November 29, 2011, as Plaintiffs continued to engage in discovery efforts and the preparation of their opening brief in support of the motion to enjoin preliminarily the Proposed Transaction, lead counsel and defense counsel engaged in arm’s-length negotiations concerning the potential settlement of the Actions and, on November 27, 2011, reached an agreement in principle to propose to the Delaware Court a settlement of the Actions on the terms set forth herein (the “Settlement”);

WHEREAS, during the period from November 27, 2011, through December 4, 2011, continued arm’s-length negotiations between lead counsel and defense counsel took place concerning the terms of this MOU;

WHEREAS, Plaintiffs engaged and consulted with financial experts to assist them in evaluating the financial and other aspects of the Proposed Transaction, and Defendants recognize that counsel for Plaintiffs are experienced in litigating these types of class actions;

WHEREAS, in settlement of the Actions, supplemental information relating to the Proposed Transaction (the “Supplemental Disclosures”), in substance as shown in Exhibit A, will be filed by interclick with the SEC as an amendment to the 14D-9 or otherwise (the “14D-9/A”), prior to and sufficiently in advance of the December 13, 2011 expiration of the Tender Offer;

WHEREAS, following the expedited discovery described above, Plaintiffs’ counsel have concluded that the terms contained in this MOU are fair, reasonable and adequate to Yahoo!, interclick’s public stockholders and members of the Settlement Class (as defined below), and the parties believe that it is reasonable to pursue the settlement of the Actions based on the procedures and terms outlined herein and the benefits and protections offered hereby, and the parties wish to document their agreement in this MOU;

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WHEREAS, all Defendants denied, and continue to deny, that they committed or aided and abetted the commission of any breach of fiduciary duty, any violation of law of any kind, or otherwise engaged in any of the wrongful acts alleged in the Actions, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other duties, and that they are entering into this MOU solely to eliminate the burden and expense of further litigation;

WHEREAS, Plaintiffs contend that they brought their claims in good faith and continue to believe that their claims have legal merit, but believe that the terms contained in this MOU satisfy their concerns with respect to the Proposed Transaction and that their efforts in prosecuting the Actions resulted in significant relief for interclick’s stockholders which, under the circumstances, is fair, reasonable and adequate;

WHEREAS, all parties recognize the time and expense that would be incurred by further litigation of the Actions and the uncertainties inherent in such litigation; and

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, subject to the approval of the Delaware Court, by and among the parties hereto, as follows, with the following agreement in principle intended to be a full and final resolution of the Released Claims (defined below):

1. As a result of negotiations with Plaintiffs, interclick will file the 14D-9/A, which shall include the Supplemental Disclosures, in substance as shown in Exhibit A.

2. Plaintiffs and Defendants agree that, except as expressly provided herein, the Actions and all proceedings therein shall be stayed pending submission of the proposed Settlement to the Delaware Court for its consideration. Counsel shall enter into such

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documentation as the parties may agree to be required or advisable to effectuate the foregoing agreements.

3. Plaintiffs and Defendants shall use their good faith best efforts to agree upon and execute an appropriate stipulation of settlement consistent herewith on customary terms acceptable to all parties (the “Stipulation”) and such other documentation as may be required in order to obtain Final Court Approval (as defined below) of the Settlement and the dismissal of the Actions with prejudice and on the merits upon the terms set forth herein (collectively, the “Settlement Documents”).

4. The Stipulation shall, among other things, provide:

(a) that Defendants deny that they committed any of the wrongful acts alleged in the Actions, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties, and that they are entering into this MOU solely to eliminate the burden and expense of further litigation;

(b) that all proceedings in the Actions, except for those proceedings related to the proposed Settlement, shall be stayed until the resolution of all such Settlement-related proceedings;

(c) for certification for settlement purposes only pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and (2)(2) of a mandatory class (with no right to opt out) of all interclick stockholders and their successors in interest and transferees, immediate, and remote, from October 31, 2011, through the consummation of the Tender Offer (the “Settlement Class”); provided, however, that Defendants, their immediate family members, their directors or partners, their direct or indirect parent or subsidiary entities, or any person or entity over whom

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or which any Defendant exercises sole or exclusive control shall be excluded from the Settlement Class;

(d) that subject to the performance, satisfaction, or waiver of the terms and conditions set forth herein, for entry of a judgment dismissing the Actions with prejudice and on the merits and without costs to any party, except as expressly provided herein and in the Stipulation;

(e) for complete releases and settlement of any and all known and unknown claims (including Unknown Claims (as defined below)) (whether individual, class, derivative, representative, legal, equitable, or any other type or in any other capacity), demands, rights, actions or causes of action, liabilities, damages, losses, obligations, attorneys’ fees (except as otherwise expressly provided in Paragraph 8 of this MOU), expenses and costs (except as otherwise expressly provided in Paragraph 8 of this MOU), judgments, suits, matters and issues of any kind or nature whatsoever (including, but not limited to, any claims arising under federal or state statutory or common law relating to alleged fraud, breach of any duty, negligence, violations of state or federal securities laws or otherwise), whether contingent or absolute, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, for damages, injunctive relief, or any other remedy against Defendants and their respective officers, directors, employees, agents (including, but not limited to, financial advisors and investment bankers), advisors, representatives, partners, affiliates, associates, predecessors, successors in interest and assigns (collectively, the “Released Persons”) that have been, could have been or in the future can or might be asserted by any member of the proposed Settlement Class in any forum concerning, arising from or otherwise relating to (i) the claims alleged in the Actions, (ii) the

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Proposed Transaction, and (iii) the disclosures contained in the 14D-9, the 14D-9/A and the Supplemental Disclosures (collectively, the “Released Claims”), shall be released with prejudice pursuant to the terms and conditions herein; provided, however, that the claims to be released shall not include the right of any Settlement Class member to enforce the terms of the Settlement, or the right of any interclick stockholder to seek appraisal of their interclick shares if legally permitted to seek appraisal under Delaware law;

(f) that, in the event that the Settlement does not become final for any reason, the certification of the Settlement Class will be revoked and Defendants reserve the right to oppose any motion for class certification in future proceedings;

(g) that the releases contemplated by the Settlement shall extend to claims that all members of the Settlement Class and Defendants do not know or suspect to exist at the time of the release relating in any way to the Released Claims, which, if known, might have affected the decision to enter into the release or to object or not to object to the Settlement (“Unknown Claims”). Members of the Settlement Class and Defendants shall be deemed to waive, and shall waive and relinquish to the fullest extent permitted by law, any and all provisions, rights, and benefits conferred by any law of the United States or any state or territory of the United States, or principle of common law or equity, which governs or limits a person’s release of Unknown Claims; further, with respect to any and all of the Released Claims, including any and all Unknown Claims, that (I) Plaintiffs, members of the Settlement Class and Defendants shall be deemed to waive, and shall waive and relinquish, to the fullest extent permitted by law, the provisions, rights, and benefits of Section 1542 of the California Civil Code, which provides as follows:

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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT

TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR

HER MUST HAVE MATERIALLY AFFECTED HIS OR HER

SETTLEMENT WITH THE DEBTOR;

(II) Plaintiffs, members of the Settlement Class and Defendants also shall be deemed to waive any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law or equity, which is similar, comparable, or equivalent to California Civil Code § 1542; and (III) Plaintiffs, on behalf of the Settlement Class and Defendants acknowledge that members of the Settlement Class and Defendants may discover facts in addition to or different from those that they currently know or believe to be true with respect to the subject matter of this release, but that it is the intention of Plaintiffs, on behalf of the Settlement Class, and Defendants, to fully, finally, and forever settle and release with prejudice any and all Released Claims, including any and all Unknown Claims, without regard to the subsequent discovery or existence of additional or different facts;

(h) that Plaintiffs, the members of the Settlement Class and their respective agents, including, without limitation, their counsel (collectively, the “Released Plaintiffs”), will receive from Defendants, as well as their successors and assigns (collectively, the “Releasing Defendants”), a full release with prejudice of any claim that the Releasing Defendants may or could have, or may or could assert, arising out of or relating to the initiation, prosecution or settlement of the New York Action or the Delaware Actions, without regard to the subsequent discovery or existence of additional or different facts; provided, however, that the claims to be released shall not include the right of any of Defendants to enforce the terms of the Settlement;

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(i) that the parties agree to use their best efforts to secure the dismissal of any other litigation brought by any member of the Settlement Class in any other court or tribunal against any of the Released Persons that involves any of the Released Claims, except proceedings on behalf of any interclick stockholder to seek appraisal of their interclick shares in accordance with Delaware law, which appraisal proceedings shall not be affected in any manner by the Settlement;

(j) that, subject to the Order of the Delaware Court, pending final determination of whether the Settlement provided for in the Stipulation should be approved, that Plaintiffs and all members of the Settlement Class are barred and enjoined from commencing, prosecuting, or participating in any action asserting any Released Claims against any Released Person; and

(k) a provision that the Delaware Court’s failure to approve any requested award of attorneys’ fees and/or expenses shall have no effect on the Settlement set forth in this Stipulation.

5. Plaintiffs will not seek preliminary injunctive or any other type of injunctive relief relating to the Proposed Transaction, either in the Delaware Court or any other court.

6. The parties to the Actions will present the Settlement to the Delaware Court for hearing and approval as soon as reasonably practicable following dissemination of appropriate notice to class members, and will use their best efforts to obtain Final Court Approval of the Settlement and the dismissal with prejudice of the Actions, as well as the Elghanian New York Action. The parties shall agree to a form of notice to submit for approval of the Delaware Court. Defendants shall disseminate and administer notice and shall solely be responsible to pay the

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costs and expenses related to providing such notice as approved by the Delaware Court. As used herein, “Final Court Approval” of the Settlement means that the Delaware Court entered an order approving the Settlement in accordance with the Stipulation, and that such order is finally affirmed on appeal or is no longer subject to appeal and the time for any petition for re-argument, appeal or review, by leave, certiorari, or otherwise, expired.

7. The consummation of the Settlement is subject to: (a) the drafting, execution, and filing of the Settlement Documents in a form mutually acceptable to the parties; and (b) Final Court Approval of the proposed Settlement and dismissal of the Actions, and the Elghanian New York Action, with prejudice and on the merits. This MOU shall be null and void and of no force and effect (except for the dissemination of the Supplemental Disclosures embodied in Exhibit A) if any of the foregoing conditions are not met; in such an event, the parties shall be deemed to be in the position they were in prior to the execution of this MOU, and this MOU and the statements made therein shall not be deemed to prejudice in any way the positions of the parties with respect to the Actions, or to constitute an admission of fact or wrongdoing by any party.

8. Defendants agree that Plaintiffs solely are responsible for negotiating and causing interclick to disseminate the Supplemental Disclosures and that issuance of the Supplemental Disclosures will confer a valuable benefit on interclick’s public stockholders. Accordingly, Plaintiffs and Plaintiffs’ counsel intend to petition the Delaware Court for an award of attorneys’ fees, expenses and costs in connection with the application for approval of the Settlement. The parties agree, after execution of this MOU, to negotiate in good faith with respect to the amount of attorneys’ fees, expenses and costs Plaintiffs and Plaintiffs’ counsel intend to seek. If the parties agree to the amount of attorneys’ fees, expenses and costs to be

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sought by Plaintiffs and Plaintiffs’ counsel, then Defendants will not oppose or object to the petition that Plaintiffs and Plaintiffs’ counsel intend to file in the Delaware Court. The Stipulation also shall provide that interclick, or its successor(s) or insurer(s), will cause to be paid any attorneys’ fees, expenses and costs awarded by the Delaware Court within five (5) business days after the Court’s entry of an Order granting the attorneys’ fees, expenses and costs application, notwithstanding the existence of any objections to the Settlement or to the attorneys’ fees, expenses and costs awarded, the potential for appeal from any such objections, or a collateral attack on the Settlement or any part thereof. If any such Order is reversed or modified in a manner so as to reduce or eliminate the attorneys’ fees, expenses and costs awarded, then Plaintiffs’ counsel shall refund to the party or other entity that paid the attorneys’ fees, expenses and costs to Plaintiffs’ counsel, within five (5) business days after the entry of such reversal or modification, an amount consistent with such reversal or modification, plus interest accrued or accumulated thereon. The parties agree that approval of attorneys’ fees, expenses and costs to Plaintiffs’ counsel will not be a condition to Final Court Approval of the Settlement. Defendants reserve all of their rights with respect to any petition for attorneys’ fees, expenses and costs filed by Plaintiffs and Plaintiffs’ counsel.

9. Plaintiffs represent that they are members of the Settlement Class and that none of Plaintiffs’ claims referred to in this MOU have been assigned, encumbered, or in any manner transferred in whole or in part.

10. Each party severally acknowledges that no promise, inducement, or agreement not expressed herein has been made to it, to him, or to her, that this MOU contains the entire agreement between or among the parties concerning the matters described in this MOU, and

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(except as otherwise expressly provided in Paragraph 4(e) of this MOU, or as otherwise expressly provided herein) that there are no third-party beneficiaries to this MOU.

11. This MOU may be executed in counterparts by any of the signatories hereto, including by telecopier, and as so executed shall constitute one agreement.

12. This MOU and the Settlement contemplated by it shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles. Any action arising out of or relating to this MOU and the Settlement shall be brought exclusively in the Delaware Court of Chancery.

13. This MOU may be modified or amended only by a writing signed by all of the signatories hereto.

14. Each of the attorneys executing this MOU has been duly empowered and authorized by his/her respective client(s) to execute this MOU.

BY THE PARTIES:

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FOR THE PLAINTIFFS:

Lionel Z. Glancy Michael Goldberg Louis Boyarsky Glancy Binkow & Goldberg LLP 1801 Avenue of the Stars, Suite 311 Los Angeles, CA 90067	Carmella P. Keener (#2810) P. Bradford deLeeuw (#3569) Rosenthal, Monhait & Goddess, P.A. 919 N. Market Street, Suite 1401 P.O. Box 1070 Wilmington, DE 19899
Robert I. Harwood Peter W. Overs, Jr.	Delaware Counsel for Plaintiff Elghanian
Harwood Feffer LLP
488 Madison Avenue, 8th Floor New York, NY 10022 Seth D. Rigrodsky (#3417) Brian D. Long (#4347) Gina M. Serra (#5387) Rigrodsky & Long, P.A. 919 N. Market Street, Suite 980 Wilmington, DE 19801 Lead Counsel and Counsel for Plaintiffs Lieberman and Whaley	Samuel H. Rudman Joseph Russello Robbins Geller Rudman & Dowd LLP 58 South Service Road, Suite 200 Melville, NY 11747 Counsel for Plaintiff Elghanian

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FOR INTERCLICK, INC. AND THE INDIVIDUAL DEFENDANTS:

Michael J. Maimone (#3592)

Joseph B. Cicero (#4388)

Greenberg Traurig LLP

The Nemours Building

1007 North Orange Street, Suite 1200

Wilmington, DE 19801

FOR YAHOO! INC. AND INNSBRUCK ACQUISITION CORP.

Bruce L. Silverstein (#2495)

Elena C. Norman (#4780)

Young Conaway Stargatt & Taylor, LLP

1000 West Street, 17th Floor

P.O. Box 391

Wilmington, DE 1980

Jordan Eth

Anna Erickson White

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

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