Common use of Authority; Non-Contravention; Approvals Clause in Contracts

Authority; Non-Contravention; Approvals. (a) Inuvo has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining the Required Inuvo Stockholder Vote, to consummate the Inuvo Merger and the other transactions contemplated by this Agreement. Subject to obtaining the Required Inuvo Stockholder Vote, the execution, delivery and performance by Inuvo of this Agreement, and the consummation by Inuvo of the Inuvo Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of Inuvo, and no other actions on the part of Inuvo are necessary to authorize this Agreement or to consummate the Inuvo Merger or the other transactions contemplated by this Agreement other than (i) obtaining the Required Inuvo Stockholder Vote, (ii) the filing and recordation of the Inuvo Certificate of Merger as required by the NRS and (iii) filings by Inuvo as may be required by the HSR Act. This Agreement has been duly executed and delivered by Inuvo and, assuming the due authorization, execution and delivery by Parent, CPT, CPT Merger Sub, and Inuvo Merger Sub, constitutes a valid and binding obligation of Inuvo enforceable against Inuvo in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). The affirmative vote of the holders of a majority of the issued and outstanding Inuvo Common Stock (i) entitled to vote at a duly called and held meeting of Inuvo stockholders or (ii) action by written consent as permitted by the Inuvo Bylaws, will be the only vote of the holders of capital stock of Inuvo necessary to approve and adopt this Agreement and the Merger (the “Required Inuvo Stockholder Vote”).

Authority; Non-Contravention; Approvals. (a) Inuvo CPT has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining the Required Inuvo CPT Stockholder Vote, to consummate the Inuvo CPT Merger and the other transactions contemplated by this Agreement. Subject to obtaining the Required Inuvo CPT Stockholder Vote, the execution, delivery and performance by Inuvo CPT of this Agreement, and the consummation by Inuvo CPT of the Inuvo CPT Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of InuvoCPT, and no other actions on the part of Inuvo CPT are necessary to authorize this Agreement or to consummate the Inuvo CPT Merger or the other transactions contemplated by this Agreement other than (i) obtaining the Required Inuvo CPT Stockholder Vote, (ii) the filing and recordation of the Inuvo CPT Certificate of Merger as required by the NRS DGCL and (iii) filings by Inuvo CPT as may be required by the HSR Act. This Agreement has been duly executed and delivered by Inuvo CPT and, assuming the due authorization, execution and delivery by Parent, CPT, CPT Merger Sub, and Inuvo Merger SubInuvo, constitutes a valid and binding obligation of Inuvo CPT enforceable against Inuvo CPT in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). The affirmative vote of the holders of a majority of the issued and outstanding Inuvo CPT Common Stock (i) entitled to vote at a duly called and held meeting of Inuvo CPT stockholders or (ii) action by written consent as permitted by the Inuvo CPT Bylaws, will be the only vote of the holders of capital stock of Inuvo CPT necessary to approve and adopt this Agreement and the Merger (the “Required Inuvo CPT Stockholder Vote”).

Authority; Non-Contravention; Approvals. (a) Inuvo SCG and each of the SCG Subsidiaries has all necessary full power, corporate power or otherwise, and authority to execute enter into this Agreement and deliver this Agreement, the Related Agreements to perform its obligations hereunder which it is a party and, subject to obtaining the SCG Shareholders' Approval and SCG Required Inuvo Stockholder VoteStatutory Approvals, to consummate the Inuvo Merger transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other transactions contemplated by this Agreement. Subject Related Agreements to obtaining the Required Inuvo Stockholder Vote, the execution, delivery and performance by Inuvo of this Agreementwhich they are parties, and the consummation by Inuvo SCG and the SCG Subsidiaries of the Inuvo Merger and the other transactions contemplated by this Agreementhereby and thereby, have been duly authorized by all necessary the SCG Board and the board of the relevant SCG Subsidiary, and no other corporate action proceedings on the part of Inuvo, and no other actions on the part of Inuvo SCG or either SCG Subsidiary are necessary to authorize the execution and delivery of this Agreement or to consummate the Inuvo Merger or Related Agreements and the other consummation by SCG and the SCG Subsidiaries of the transactions contemplated by this Agreement other than (i) hereby and thereby, except for SCG Shareholders' Approval and the obtaining the of SCG Required Inuvo Stockholder Vote, (ii) the filing and recordation of the Inuvo Certificate of Merger as required by the NRS and (iii) filings by Inuvo as may be required by the HSR ActStatutory Approvals. This Agreement has been duly and validly executed and delivered by Inuvo SCG, and, assuming the due authorization, execution and delivery hereof by Parent, CPT, CPT Merger Sub, and Inuvo Merger SubATLANTIC, constitutes a valid and binding obligation agreement of Inuvo SCG enforceable against Inuvo SCG in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors' rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). The affirmative vote of the holders of a majority of the issued and outstanding Inuvo Common Stock (i) entitled to vote at a duly called and held meeting of Inuvo stockholders or generally, (ii) action by written consent as permitted by general equitable principles and (iii) to the Inuvo Bylaws, will be the only vote extent this Agreement or any of the holders Related Agreements contains indemnification provisions for violations of capital stock federal or state securities laws, as enforceability of Inuvo necessary to approve such provisions may be limited under federal and adopt state securities laws. As of the date of this Agreement and Agreement, neither of the Merger (the “Required Inuvo Stockholder Vote”)SCG Subsidiaries is in violation of its charter, bylaws or other organizational documents.

Authority; Non-Contravention; Approvals. (a) Inuvo SCG and each of the SCG Subsidiaries has all necessary full power, corporate power or otherwise, and authority to execute enter into this Agreement and deliver this Agreement, the Related Agreements to perform its obligations hereunder which it is a party and, subject to obtaining the SCG Shareholders' Approval and SCG Required Inuvo Stockholder VoteStatutory Approvals, to consummate the Inuvo Merger transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other transactions contemplated by this Agreement. Subject Related Agreements to obtaining the Required Inuvo Stockholder Vote, the execution, delivery and performance by Inuvo of this Agreementwhich they are parties, and the consummation by Inuvo SCG and the SCG Subsidiaries of the Inuvo Merger and the other transactions contemplated by this Agreementhereby and thereby, have been duly authorized by all necessary the SCG Board and the board of the relevant SCG Subsidiary, and no other corporate action proceedings on the part of Inuvo, and no other actions on the part of Inuvo SCG or either SCG Subsidiary are necessary to authorize the execution and delivery of this Agreement or to consummate the Inuvo Merger or Related Agreements and the other consummation by SCG and the SCG Subsidiaries of the transactions contemplated by this Agreement other than (i) hereby and thereby, except for SCG Shareholders' Approval and the obtaining the of SCG Required Inuvo Stockholder Vote, (ii) the filing and recordation of the Inuvo Certificate of Merger as required by the NRS and (iii) filings by Inuvo as may be required by the HSR ActStatutory Approvals. This Agreement has been duly and validly executed and delivered by Inuvo SCG, and, assuming the due authorization, execution and delivery hereof by Parent, CPT, CPT Merger Sub, and Inuvo Merger SubPTR, constitutes a valid and binding obligation agreement of Inuvo SCG enforceable against Inuvo SCG in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors' rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). The affirmative vote of the holders of a majority of the issued and outstanding Inuvo Common Stock (i) entitled to vote at a duly called and held meeting of Inuvo stockholders or generally, (ii) action by written consent as permitted by general equitable principles and (iii) to the Inuvo Bylaws, will be the only vote extent this Agreement or any of the holders Related Agreements contains indemnification provisions for violations of capital stock federal or state securities laws, as enforceability of Inuvo necessary to approve such provisions may be limited under federal and adopt state securities laws. As of the date of this Agreement and Agreement, neither of the Merger (the “Required Inuvo Stockholder Vote”)SCG Subsidiaries is in violation of its charter, bylaws or other organizational documents.

Authority; Non-Contravention; Approvals. (a) Inuvo SCG and each of the SCG Subsidiaries has all necessary full power, corporate power or otherwise, and authority to execute enter into this Agreement and deliver this Agreement, the Related Agreements to perform its obligations hereunder which it is a party and, subject to obtaining the SCG Shareholders' Approval and SCG Required Inuvo Stockholder VoteStatutory Approvals, to consummate the Inuvo Merger transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the other transactions contemplated by this Agreement. Subject Related Agreements to obtaining the Required Inuvo Stockholder Vote, the execution, delivery and performance by Inuvo of this Agreementwhich they are parties, and the consummation by Inuvo SCG and the SCG Subsidiaries of the Inuvo Merger and the other transactions contemplated by this Agreementhereby and thereby, have been duly authorized by all necessary the SCG Board and the board of the relevant SCG Subsidiary, and no other corporate action proceedings on the part of Inuvo, and no other actions on the part of Inuvo SCG or either SCG Subsidiary are necessary to authorize the execution and delivery of this Agreement or to consummate the Inuvo Merger or Related Agreements and the other consummation by SCG and the SCG Subsidiaries of the transactions contemplated by this Agreement other than (i) hereby and thereby, except for SCG Shareholders' Approval and the obtaining the of SCG Required Inuvo Stockholder Vote, (ii) the filing and recordation of the Inuvo Certificate of Merger as required by the NRS and (iii) filings by Inuvo as may be required by the HSR ActStatutory Approvals. This Agreement has been duly and validly executed and delivered by Inuvo SCG, and, assuming the due authorization, execution and delivery hereof by Parent, CPT, CPT Merger Sub, and Inuvo Merger SubSCI, constitutes a valid and binding obligation agreement of Inuvo SCG enforceable against Inuvo SCG in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to or affecting the enforcement of creditors' rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). The affirmative vote of the holders of a majority of the issued and outstanding Inuvo Common Stock (i) entitled to vote at a duly called and held meeting of Inuvo stockholders or generally, (ii) action by written consent as permitted by general equitable principles and (iii) to the Inuvo Bylaws, will be the only vote extent this Agreement or any of the holders Related Agreements contains indemnification provisions for violations of capital stock federal or state securities laws, as enforceability of Inuvo necessary to approve such provisions may be limited under federal and adopt state securities laws. As of the date of this Agreement and Agreement, neither of the Merger (the “Required Inuvo Stockholder Vote”)SCG Subsidiaries is in violation of its charter, bylaws or other organizational documents.

Authority; Non-Contravention; Approvals. (a) Inuvo PEDEVCO has all necessary the requisite corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to PEDEVCO Stockholder Approval (as defined below), to perform its obligations hereunder and, subject to obtaining the Required Inuvo Stockholder Vote, and to consummate the Inuvo Merger and the other transactions contemplated hereby. The execution and delivery by this Agreement. Subject to obtaining the Required Inuvo Stockholder Vote, the execution, delivery and performance by Inuvo PEDEVCO of this Agreement, the performance by PEDEVCO of its obligations hereunder, and the consummation by Inuvo PEDEVCO of the Inuvo Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate action on the part of InuvoPEDEVCO, subject only to the approval of the PEDEVCO Stockholder Approval Matters (as defined in Section 7.7) by the shareholders of PEDEVCO; the approval of the NYSE MKT; the effectiveness of the Registration Statement as declared by the SEC, as applicable; and no other actions on the part PEDEVCO Senior Lenders. The affirmative vote of Inuvo are necessary to authorize this Agreement or to consummate the Inuvo Merger or the other transactions contemplated by this Agreement other than (i) obtaining a majority of the Required Inuvo Stockholder Votevotes cast on the approval of the issuance of the PEDEVCO Common Stock as part of the Reorganization, the approval of this Agreement, the principal terms of the Reorganization, or such other required vote of shareholders as may be required pursuant to applicable NYSE MKT rules and requirements; (ii) the filing and recordation a plurality of the Inuvo Certificate votes cast for the election to the Board of Merger as required by Directors of PEDEVCO of the NRS individuals set forth on Schedule 3.3 hereto, and (iii) filings by Inuvo a majority of the outstanding shares of PEDEVCO Common Stock and PEDEVCO Preferred Stock, outstanding on the applicable record date, and voting as may be required by a group in connection with the HSR Actapproval of the PEDEVCO Amendments to the Certificate of Formation (as defined below) (collectively, as applicable, the “PEDEVCO Stockholder Approval”) is the only vote of the holders of any class or series of PEDEVCO’s capital stock necessary to adopt or approve the PEDEVCO Stockholder Approval Matters. This Agreement has been duly executed and delivered by Inuvo each of the PEDEVCO Entities, and, assuming the due authorization, execution and delivery hereof by Parent, CPT, CPT Merger Sub, the Company and Inuvo Merger SubDome AB, constitutes a valid and legally binding obligation agreement of Inuvo each of the PEDEVCO Entities, enforceable against Inuvo the PEDEVCO Entities in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws relating to or laws affecting the creditors’ rights and remedies of creditors generally generally, and the effect of subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether such enforceability enforcement is considered sought in a Proceeding proceeding at law or in equity or at Law). The affirmative vote of the holders of a majority of the issued and outstanding Inuvo Common Stock (i) entitled to vote at a duly called and held meeting of Inuvo stockholders or (ii) action by written consent as permitted by the Inuvo Bylaws, will be the only vote of the holders of capital stock of Inuvo necessary to approve and adopt this Agreement and the Merger (the “Required Inuvo Stockholder Vote”equity).

Authority; Non-Contravention; Approvals. (a) Inuvo has Parent and Merger Sub have all necessary corporate power and authority to execute and deliver this Agreement, to perform its their respective obligations hereunder and, subject to obtaining the Required Inuvo Parent Stockholder Vote, to consummate the Inuvo Merger and the other transactions contemplated by this Agreement. Subject to obtaining the Required Inuvo Parent Stockholder Vote, the execution, delivery and performance by Inuvo Parent and Merger Sub of this Agreement, and the consummation by Inuvo of the Inuvo Merger and the other transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of InuvoParent and Merger Sub, and no other actions corporate proceedings on the part of Inuvo Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Inuvo Merger or the other transactions contemplated by this Agreement other than (i) obtaining the Required Inuvo Stockholder Vote, (ii) the filing and recordation of the Inuvo Certificate of Merger as required by the NRS and DGCL, (ii) obtaining the Required Parent Stockholder Vote, (iii) filings approval of this Agreement by Inuvo Parent as may be required by the HSR Actsole stockholder of Merger Sub and (iv) the Parent Required Statutory Approvals. This Agreement has been duly executed and delivered by Inuvo Parent and Merger Sub and, assuming the due authorization, execution and delivery by Parent, CPT, CPT Merger Sub, and Inuvo Merger Subthe Company, constitutes a valid and binding obligation obligations of Inuvo Parent and Merger Sub enforceable against Inuvo Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Lawlaw). The affirmative vote Promptly following the execution of this Agreement by the holders parties hereto, Parent shall, by consent in lieu of a majority of the issued and outstanding Inuvo Common Stock (i) entitled to vote at a duly called and held meeting of Inuvo stockholders or (ii) action by written consent as permitted by the Inuvo Bylawsmeeting, will be the only vote of the holders of capital stock of Inuvo necessary to approve and adopt this Agreement and the transactions contemplated hereby in its capacity as the sole stockholder of Merger (Sub, which consent shall be delivered to the “Required Inuvo Stockholder Vote”)Company.

Authority; Non-Contravention; Approvals. ARTICLE 1.3 (a) Inuvo has all necessary Each of the Parents and each of the Subsidiaries have the requisite corporate power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the each Parent's Stockholders' Approval and any Parents' Required Inuvo Stockholder VoteStatutory Approvals, to consummate the Inuvo Merger and the other transactions contemplated by this Agreementhereby. Subject to obtaining the Required Inuvo Stockholder Vote, the execution, The execution and delivery and performance by Inuvo of this Agreement, and the consummation by Inuvo Parents and Subsidiaries of the Inuvo Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary the Board of Directors of each of the Parents and each of the Subsidiaries, and no other corporate action proceedings on the part of Inuvo, and no other actions on the part of Inuvo Parents or Subsidiaries are necessary to authorize the execution and delivery of this Agreement or to consummate and the Inuvo Merger or consummation by Parents and Subsidiaries of the other transactions contemplated by this Agreement other than (i) hereby, except for each Parent's Stockholders' Approval and the obtaining the of any Parents' Required Inuvo Stockholder Vote, (ii) the filing and recordation of the Inuvo Certificate of Merger as required by the NRS and (iii) filings by Inuvo as may be required by the HSR ActStatutory Approvals. This Agreement has been duly and validly executed and delivered by Inuvo Parents, and, assuming the due authorization, execution and delivery hereof by Parent, CPT, CPT Merger Sub, and Inuvo Merger SubREIT, constitutes a valid and binding obligation agreement of Inuvo each Parent enforceable against Inuvo each Parent in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally, (ii) general equitable principles, and (iii) to the extent this Agreement contains indemnification provisions for violations of federal or affecting state securities laws, as enforceability of such provisions may be limited under federal and state securities laws. Neither of the rights Subsidiaries is in violation of its Articles of Incorporation, bylaws or other organizational documents. (b) (c) The execution and remedies delivery of creditors generally this Agreement by each Parent and each Subsidiary, do not, and the effect consummation by the Parents and the Subsidiaries of general principles of equity (regardless of whether such enforceability is considered the transactions contemplated hereby will not, violate, conflict with or result in a Proceeding breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in equity the termination of, or at Law). The affirmative vote accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the holders assets of a majority either of the issued and outstanding Inuvo Common Stock Subsidiaries under any of the terms, conditions or provisions of (i) entitled subject to vote at a duly called and held meeting obtaining each Parent's Stockholders' Approval, such Parent's Articles of Inuvo stockholders Incorporation or bylaws, (ii) action by written consent as permitted by the Inuvo Bylawssubject to obtaining each Parent's Required Statutory Approvals and each Parent's Stockholders' Approval, will be the only vote any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to either Parent or either Subsidiary or any of the holders assets of capital stock either of Inuvo the Subsidiaries, (iii) the Articles of Incorporation or bylaws of either Subsidiary or (iv) except as set forth on Schedule 4.3(b) hereto, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which either Parent or either Subsidiary is now a party or by which either Parent or either Subsidiary or any of the assets of either of the Subsidiaries may be bound, excluding from the foregoing clauses (ii) and (iv) such violations, conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, be reasonably expected to have a Material Adverse Effect on either of the Subsidiaries. (d) (e) Except for (i) any required filings by Parents or Subsidiaries pursuant to Article II of this Agreement, and (ii) any required filings by Parents or Subsidiaries of amendments to their Articles of Incorporation (the filings and approvals referred to in clauses (i) and (ii) are collectively referred to as the "Parents' Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary to approve for the execution and adopt delivery of this Agreement and by either of Parents or either of Subsidiaries or the Merger consummation by Parents or Subsidiaries of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, be reasonably expected to have a Material Adverse Effect on either of the Subsidiaries. (the “Required Inuvo Stockholder Vote”).f) ARTICLE 1.4

Authority; Non-Contravention; Approvals. ARTICLE 1.5 (a) Inuvo Each of REIT, Merger Co. I and Merger Co. II has all necessary corporate full power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder Agreement and, subject to obtaining the REIT Stockholders' Approval and REIT's Required Inuvo Stockholder VoteStatutory Approvals, to consummate the Inuvo Merger and the other transactions contemplated by this Agreementhereby. Subject to obtaining the Required Inuvo Stockholder Vote, the execution, The execution and delivery and performance by Inuvo of this Agreement, and the consummation by Inuvo REIT of the Inuvo Merger and the other transactions contemplated by this Agreementhereby, have been duly authorized by all necessary corporate action the REIT Board of Directors and no other proceedings on the part of Inuvo, and no other actions on the part of Inuvo REIT are necessary to authorize the execution and delivery of this Agreement or to consummate and the Inuvo Merger or consummation by REIT of the other transactions contemplated by this Agreement other than (i) hereby, except for obtaining the REIT Stockholders' Approval and REIT Required Inuvo Stockholder Vote, (ii) the filing and recordation of the Inuvo Certificate of Merger as required by the NRS and (iii) filings by Inuvo as may be required by the HSR ActStatutory Approvals. This Agreement has been duly and validly executed and delivered by Inuvo each of REIT, Merger Co. I and Merger Co. II and, assuming the due authorization, execution and delivery hereof by ParentIREIC, CPTTIPMG, CPT Merger Sub, Advisor and Inuvo Merger SubManager, constitutes a valid and binding obligation agreement of Inuvo each of REIT, Merger Co. I and Merger Co. II enforceable against Inuvo each in accordance with its terms, except as that such enforceability enforcement may be limited by subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors' rights generally, (ii) general equitable principles, and (iii) to the extent this Agreement contains indemnification provisions for violations of federal or affecting the rights state securities laws, as enforceability of such provisions may be limited under federal and remedies state securities laws. (b) (c) The execution and delivery of creditors generally this Agreement by each of REIT, Merger Co. I and Merger Co. II, do not, and the effect consummation by each of general principles of equity (regardless of whether such enforceability is considered the transactions contemplated hereby will not, violate, conflict with or result in a Proceeding breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in equity the termination of, or at Law). The affirmative vote accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the holders assets of a majority REIT, Merger Co. I or Merger Co. II under any of the issued and outstanding Inuvo Common Stock terms, conditions or provisions of, (i) entitled subject to vote at a duly called obtaining REIT's Stockholders' Approval, REIT's Articles of Incorporation or bylaws, and held meeting the Articles of Inuvo stockholders Incorporation or bylaws of either Merger Co. I or Merger Co. II, (ii) action subject to obtaining REIT Required Statutory Approvals and REIT Stockholders' Approval, any statute, law, ordinance, rule, regulation, judgment, decree, order, injunction, writ, permit or license of any court or governmental authority applicable to any of REIT, Merger Co. I or Merger Co. II or any of their respective properties, or (iii) except as set forth on Schedule 3.4(b) hereto, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument, obligation or agreement of any kind to which any of REIT, Merger Co. I or Merger Co. II is now a party or by written consent as permitted by which any of REIT, Merger Co. I or Merger Co. II, or any of their respective properties may be bound, excluding from the Inuvo Bylawsforegoing clauses (ii) and (iii) such violations, will conflicts, breaches, defaults, terminations, accelerations or creations of liens, security interests, charges or encumbrances that would not, in the aggregate, be reasonably expected to have a Material Adverse Effect on REIT, Merger Co. I or Merger Co. II. (d) (e) Except for (i) the only vote filing of the holders preliminary proxy statement and the Proxy Statement with the Commission pursuant to the Exchange Act, (ii) any required filings by REIT pursuant to Article II, and (iii) amendments to its Articles of capital stock Incorporation in the form set forth as Exhibit A attached hereto (the filings and approvals referred to in clauses (i) through (iii) are collectively referred to as the "REIT Required Statutory Approvals"), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of Inuvo necessary to approve and adopt this Agreement by any of REIT, Merger Co. I or Merger Co. II or the consummation by any of REIT, Merger Co. I or Merger Co. II of the transactions contemplated hereby, other than such declarations, filings, registrations, notices, authorizations, consents or approvals which, if not made or obtained, as the case may be, would not, in the aggregate, be reasonably expected to have a Material Adverse Effect on REIT, Merger Co. I or Merger Co. II. (f) ARTICLE 1.6 Proxy Statement . With respect to REIT, Merger Co. I and Merger Co. II, the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, with respect to REIT, Merger Co. I and Merger Co. II, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with all applicable laws, including the provisions of the Exchange Act and the Merger rules and regulations promulgated thereunder. ARTICLE 1.7 ARTICLE 1.8 Disclosure, Financial Statements and Absence of Certain Changes . REIT's Annual Report on Form 10-K for the year ended December 31, 1998 (the “Required Inuvo Stockholder Vote”"REIT 10-K")., and each other report or document filed after December 31, 1998 by REIT with the Commission under the Exchange Act other than the Proxy Statement, taken together, do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected or superceded by another document filed by REIT with the Commission ("REIT SEC Documents"). REIT's audited consolidated financial statements contained in the REIT 10-K (the "REIT Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly present the consolidated financial position of REIT as of the dates set forth therein and the results of operations and cash flows for the periods then ended. REIT's unaudited consolidated financial statements contained in the reports or documents filed by REIT with the Commission since the filing of the REIT 10-K have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly present, in all material respects, the consolidated financial position of REIT as of the dates set forth therein and the results of operations and cash flows for the periods set forth therein, except for the absence of footnote disclosure and normal year-end adjustments which are not anticipated to reflect a Material Adverse Effect. Since December 31, 1998, there has not been any change or any event (other than general economic or market conditions) which would reasonably be expected to result in a change, individually or in the aggregate, which would have a Material Adverse Effect. ARTICLE 1.9 ARTICLE 1.10

Authority; Non-Contravention; Approvals. (a) Inuvo Parent has all necessary the requisite corporate power and authority to execute enter into this Agreement and deliver each other agreement, document, instrument or certificate contemplated by this AgreementAgreement to be executed by Acquiring Companies in connection with the Transactions (the “Parent Documents”) and, subject to Parent Stockholder Approval, to perform its obligations hereunder and, subject to obtaining the Required Inuvo Stockholder Vote, and to consummate the Inuvo Merger Transactions. The execution and delivery by Parent of this Agreement and the other transactions contemplated by this Agreement. Subject to obtaining the Required Inuvo Stockholder VoteParent Documents, the execution, delivery and performance by Inuvo Parent of this Agreement, its obligations hereunder and the consummation by Inuvo Parent of the Inuvo Merger and the other transactions contemplated by this Agreement, Transactions have been duly authorized by all necessary corporate action on the part of InuvoParent and Merger Sub, and no other actions on the part subject only to Parent Stockholder Approval, to adoption of Inuvo are necessary to authorize this Agreement or by Parent as sole stockholder of Merger Sub immediately following the execution hereof, the filing and recordation of a certificate of amendment reflecting the matters contemplated pursuant to consummate Section 1.04(c) (the Inuvo Merger or the other transactions contemplated by this Agreement other than (i“Parent Charter Amendment”) obtaining the Required Inuvo Stockholder Vote, (ii) and the filing and recordation of the Inuvo Certificate of Merger as required by pursuant to Delaware Law. The affirmative vote of the NRS holders of a majority in voting power of the shares of Parent Common Stock outstanding on the applicable record date (“Parent Stockholder Approval”) is the only vote of the holders of any class or series of Parent Common Stock necessary to adopt or approve the Tellenger Sale and (iii) filings by Inuvo as may be required by the HSR ActParent Charter Amendment. This Agreement has been been, and the Parent Documents will be at or prior to the Closing, duly executed and delivered by Inuvo Parent and Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement by ParentCompany, CPT, CPT Merger Subthis Agreement constitutes, and Inuvo Merger Subthe Parent Documents when so executed and delivered will constitute, constitutes a the valid and binding obligation of Inuvo Parent and Merger Sub, as applicable, enforceable against Inuvo in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or bankruptcy and other similar Laws relating to or affecting the rights laws and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law). The affirmative vote of the holders of a majority of the issued and outstanding Inuvo Common Stock (i) entitled to vote at a duly called and held meeting of Inuvo stockholders or (ii) action by written consent as permitted by the Inuvo Bylaws, will be the only vote of the holders of capital stock of Inuvo necessary to approve and adopt this Agreement and the Merger (the “Required Inuvo Stockholder Vote”)equity.