Common use of Documentation and Information Clause in Contracts

Documentation and Information. The Stockholder hereby (a) consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement.

Documentation and Information. The Stockholder hereby (a) consents to and authorizes the publication and disclosure by CPT, Inuvothe Company, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Prospectus/Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers Merger or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo the Company and Parent any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo the Company and Parent of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo the Company of which the Stockholder Shareholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT the Merger Sub, Inuvo Subs and Inuvo Merger Sub the Company each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers Merger or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement.

Documentation and Information. The No Company Stockholder shall make any public announcement or statement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (a) such consent not to be unreasonably withheld), except as may be required by applicable Law or legal process (provided that reasonable notice of any such disclosure will be provided to Parent to the extent permitted by applicable Law); provided, that the foregoing shall not apply to any disclosure required to be made by any Company Stockholder to the SEC or other Governmental Entity, including any amendment of any Schedule 13D, so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the public statements made by the Company and Parent pursuant to the terms of the Merger Agreement. Each Company Stockholder consents to and hereby authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments Company to publish and obligations under this Agreement disclose in all documents and schedules filed with the SEC, and any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement press release or any other disclosure document or filing with or notice that Parent reasonably determines to a Governmental Entity be necessary in connection with the Mergers or Merger and any of the transactions contemplated by the Merger Agreement, such Company Stockholder’s identity and (b) ownership of the Subject Securities, the existence of this Agreement and the nature of such Company Stockholder’s commitments and obligations under this Agreement, and such Company Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity. Each Company Stockholder agrees as to promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation of any such disclosure documents. The , and such Company Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the such Company Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required respect. Parent shall in any instance where the Company Stockholders or information relating thereto is disclosed, use its reasonable best efforts to be stated therein or necessary in order provide drafts of such disclosures with sufficient time to make enable the statements therein not misleading. The Stockholder hereby agrees Company Stockholders to notify CPT review and provide comments on such disclosures and Parent shall in writing as promptly as practicable of the number of good faith consider incorporating any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or reasonable modifications requested by such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Company Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement.

Documentation and Information. The Stockholder Such Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, make any press release, public announcement or other communication to any Third Party regarding this Agreement and the transactions contemplated hereby or the Purchase Agreement and the Transactions without the prior written consent of Buyer, except (a) as such Shareholder reasonably determines (based on the advice of its legal counsel, which may be in-house counsel) is required to be disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to Buyer to the extent legally permissible and reasonably practicable), including any filings with the SEC pursuant to the 1934 Act, or (b) for any such announcement that is supportive of the Transactions and not inconsistent with any press release issued by Buyer or the Company in connection with or relating to the Purchase Agreement Amendment, the Offer and the Transactions. Such Shareholder (i) consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates Buyer of its such Shareholder’s identity and holdings of the Subject Shares and Shares, the nature of its commitments such Shareholder’s commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information that Buyer reasonably determines upon the advice of counsel is required to be disclosed by applicable Law in any announcementpress release, the Joint Proxy Statement/ProspectusOffer Documents (in each case, including all schedules and documents filed with the Registration Statement SEC) or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or Offer, the Post-Offer Reorganization and the other Transactions (provided that notice of any such disclosure will be provided to such Shareholder to the extent reasonably practicable, the Shareholder will have a reasonable opportunity to provide comments on such disclosure and Buyer shall incorporate any reasonable comments to the portions of the transactions contemplated any such disclosure that make reference to Shareholder’s identity and holdings as may be provided by the Merger Agreementsuch Shareholder), and (bii) agrees as to promptly as practicable to give to CPT, Inuvo Buyer and Parent the Company any information it in their reasonable possession or control they may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby documents and (iii) agrees to as promptly as practicable notify CPT, Inuvo and Parent Buyer of any required corrections reasonably known to such Shareholder with respect to any written information supplied by the Stockholder such Shareholder specifically for use in any such disclosure document, filing or notice if and to the extent that any Shareholder reasonably knows such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact respect. Buyer agrees to promptly give to such Shareholder any information regarding Buyer that such Shareholder reasonably requires for the preparation of any documents that such Shareholder is required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed file with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by hereby, including the Merger Agreement filing of any Schedule 13D, Schedule 14D-9 or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementamendments thereto.

Documentation and Information. The Stockholder Such Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, make any press release, public announcement or other communication to any Third Party regarding this Agreement and the transactions contemplated hereby or the Purchase Agreement and the Transactions without the prior written consent of Buyer, except (a) as such Shareholder reasonably determines (based on the advice of its legal counsel, which may be in-house counsel) is required to be disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to Buyer to the extent legally permissible and reasonably practicable), including any filings with the SEC pursuant to the 1934 Act, or (b) for any such announcement that is supportive of the Transactions and not inconsistent with any press release issued by Buyer or the Company in connection with or relating to the Purchase Agreement Amendment, the Offer and the Transactions. Such Shareholder (i) consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates Buyer of its such Shareholder’s identity and holdings of the Subject Shares and Shares, the nature of its commitments such Shareholder’s commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information that Buyer reasonably determines upon the advice of counsel is required to be disclosed by applicable Law in any announcementpress release, the Joint Proxy Statement/ProspectusOffer Documents (in each case, including all schedules and documents filed with the Registration Statement SEC) or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or Offer, the Post-Offer Reorganization and the other Transactions (provided that notice of any of such disclosure will be provided to such Shareholder to the transactions contemplated by extent reasonably practicable, the Merger AgreementShareholder will have a reasonable opportunity to provide comments on such disclosure, and Buyer shall incorporate any reasonable comments to the portions of any such disclosure that make reference to Shareholder’s identity and holdings as may be provided by such Shareholder), (bii) agrees as to promptly as practicable to give to CPT, Inuvo Buyer and Parent the Company any information it in their reasonable possession or control they may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby documents and (iii) agrees to as promptly as practicable notify CPT, Inuvo and Parent Buyer of any required corrections reasonably known to such Shareholder with respect to any written information supplied by the Stockholder such Shareholder specifically for use in any such disclosure document, filing or notice if and to the extent that any Shareholder reasonably knows such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact respect. Buyer agrees to promptly give to such Shareholder any information regarding Buyer that such Shareholder reasonably requires for the preparation of any documents that such Shareholder is required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed file with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by hereby, including the Merger Agreement filing of any Schedule 13D, Schedule 14D-9 or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementamendments thereto.

Documentation and Information. The Stockholder Such Unitholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (a) such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Such Unitholder consents to and hereby authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares Entities and the nature of its commitments Partnership to publish and obligations under this Agreement disclose in all documents and schedules filed with the SEC or other Governmental Authority or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement press release or any other disclosure document that the Parent Entities reasonably determine to be necessary or filing with or notice to a Governmental Entity advisable in connection with the Mergers or Merger and any of the other transactions contemplated by the Merger Agreement, such Unitholder’s identity and ownership of the Subject Units, the existence of this Agreement and the nature of such Unitholder’s commitments and obligations under this Agreement, and such Unitholder acknowledges that the Parent Entities and the Partnership may, in their respective sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority or securities exchange; however, prior to the release of any press release or the inclusion in any narrative summary in a public filing that references any Unitholder, Parent shall provide such Unitholder with a copy of such filing or press release and shall use its commercially reasonable efforts to provide such copy to such Unitholder no less than 48 hours prior to the release or filing of same, and such Unitholder shall have an opportunity to review and approve any reference to the Unitholder contained therein. If Unitholder fails to respond within the 48-hour time period (b) or such shorter time period, if applicable), the reference to such Unitholder shall be deemed to be approved. For the avoidance of doubt, no consent of the Unitholder shall be required to file and accurately describe contracts to which any Unitholder is a party or is otherwise referenced therein in compliance with Parent’s reporting obligations under the Securities Exchange Act of 1934. Such Unitholder agrees as to promptly as practicable to give to CPT, Inuvo Parent and Parent the Partnership any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby , and such Unitholder agrees to promptly notify Parent and the Partnership, as promptly as practicable notify CPTapplicable, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder such Unitholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementrespect.

Documentation and Information. The Stockholder hereby (a) consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT Inuvo and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo CPT of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement.

Documentation and Information. The No Stockholder shall make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent, except as may be required by Applicable Law. Each Stockholder (a) consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its such Stockholder’s identity and holdings of the Subject Shares and Shares, the nature of its commitments such Stockholder’s commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines is required to be disclosed by Applicable Law (based on the advice of outside legal counsel) in any announcementpress release, the Joint Proxy Statement/ProspectusOffer Documents, the Registration Statement Company’s Schedule 14D-9 (in each case, including all schedules and documents filed with the SEC) or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by Offer, the Merger Agreement, and the other Transactions and (b) agrees as to promptly as practicable to give to CPT, Inuvo Parent and Parent the Company any information it they may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby Parent agrees to as provide Stockholders and their counsel a reasonable opportunity to review and comment on the disclosures with respect to the Stockholders authorized by the previous sentence, and will give good faith consideration to any comments raised by the Stockholders and their counsel; provided, however, that Parent will not be required to provide any Stockholder or its counsel the opportunity to review any disclosures authorized by the previous sentence if the information with respect to such Stockholder in such disclosures has previously been publicly filed in compliance with the foregoing provisions. Nothing in the foregoing sentence shall limit the ability of a Stockholder to make announcements to its respective limited partners that are consistent in all material respects with prior public disclosures regarding the transactions contemplated hereby. Each Stockholder agrees to promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the such Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact respect. Parent and Merger Sub agree to promptly give to each Stockholder any information regarding Parent and Merger Sub that such Stockholder reasonably requires for the preparation of any documents that such Stockholder is required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed file with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers transactions contemplated hereby, including the filing of any Schedules 13D or any 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this AgreementExchange Act.

Documentation and Information. The No Stockholder shall make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent, except as may be required by applicable Law (provided, that prompt written notice of any such disclosure shall be provided to Parent, and such Stockholder shall reasonably consult with Parent with respect to such disclosure). Each Stockholder (a) consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its such Stockholder’s identity and holdings of the Subject Shares and Shares, the nature of its commitments such Stockholder’s commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information, in each case, that Parent reasonably determines is required to be disclosed by applicable Law (based on the advice of outside legal counsel) in any announcementpress release, the Joint Proxy Statement/ProspectusOffer Documents, the Registration Statement Company’s Schedule 14D-9 (in each case, including all schedules and documents filed with the SEC) or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by Offer, the Merger Agreement, and the other Transactions and (b) agrees as to promptly as practicable provide to give to CPT, Inuvo Parent and Parent the Company any information it they may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby Parent agrees to as provide Stockholders and their counsel a reasonable opportunity to review and comment on the disclosures with respect to the Stockholders authorized by the previous sentence, and will reasonably consider, in good faith, any reasonable comments provided by the Stockholders and their counsel; provided, however, that Parent will not be required to provide any Stockholder or its counsel the opportunity to review any disclosures authorized by the previous sentence if the information with respect to such Stockholder in such disclosures has previously been publicly filed in compliance with the foregoing provisions. Each Stockholder agrees to promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the such Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact respect. Parent and Xxxxxx Sub agree to promptly give to each Stockholder any information regarding Parent and Merger Sub that such Stockholder reasonably requires for the preparation of any documents that such Stockholder is required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed file with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers transactions contemplated hereby, including the filing of any Schedules 13D or any 13G or amendments to Schedules 13D or 13G and filings under Section 16 of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this AgreementExchange Act.

Documentation and Information. The Stockholder hereby (a) BAM consents to and hereby authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, Company to publish and disclose in all documents and schedules filed with the SEC (including any amendment or furnished to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of JusticeSEC, and any press release or other disclosure document or filing that the Company determines to be necessary in connection with the Mergers or any Transactions, BAM’s identity and ownership of the transactions contemplated by Subject Units, the Merger Agreement or this Agreement, a copy existence of this Agreement, each of the other party’s identities Agreement and the nature of the StockholderBAM’s commitments and obligations under this Agreement, and BAM acknowledges that the Company may, in the Company’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority. BAM agrees to promptly give the Company any information it may reasonably require relating to BAM for the preparation of any such disclosure documents, and BAM agrees to promptly notify the Company of any required corrections with respect to any such written information supplied by it specifically for use in any such disclosure document, if and to the extent that, to BAM’s knowledge, any such information shall have become false or misleading in any material respect. The initial press release regarding the Transactions shall be a joint press release issued by the parties to the Merger Agreement and thereafter none of the parties to this Agreement or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Transaction Agreements and the Transactions without the prior consultation of the other party and giving the other party the opportunity to review and comment on such press release or other announcement, except for any such release or other announcement (i) required by applicable Law or the rules or regulations of any applicable United States securities exchange, the Toronto Stock Exchange or regulatory or Governmental Authority to which the relevant party is subject or (ii) containing only information previously publicly disclosed in accordance with this Section 9 and Section 6.03 of the Merger Agreement or otherwise consistent in all material respects with previous statements made jointly by Parent and the Company; provided, however, that the restrictions set forth in this Section 9 and Section 6.03 of the Merger Agreement shall not apply to any release or announcement made or proposed to be made following a Company Board Recommendation Change.

Documentation and Information. The Each Stockholder shall not, and shall cause such Stockholder’s Controlled Affiliates and shall use reasonable best efforts to cause the Representatives of such Stockholder and such Stockholder’s Controlled Affiliates not to, make any public announcement or other communication to a third party regarding this Agreement, the Merger Agreement, the Transactions or the transactions contemplated hereby without the prior written consent of Parent (asuch consent not to be unreasonably withheld, conditioned or delayed) except (i) as may be required by applicable Law or by any listing agreement with or the listing rules of a national securities exchange or trading market (provided that, to the extent legally permitted and reasonably practicable, such Stockholder shall provide reasonable notice to Parent of any such disclosure and consider in good faith the reasonable comments of Parent with respect to such disclosure and, if so requested by Parent, use reasonable commercial efforts to cooperate with Parent in obtaining confidential treatment with respect to such disclosure), (ii) solely to the extent that such public announcement or other communication relates to any Proceedings between the Parties, or between the Company, on the one hand, and Parent, Merger Sub or Guarantor, on the other hand, in each case, relating to this Agreement or the Merger Agreement, or (iii) solely to the extent that such public announcement or other communication is consistent with press releases, public disclosures or public statements made by Parent or the Company in compliance with the Merger Agreement and does not include any material information not previously set forth in such press releases, public disclosures or public statements. Each Stockholder consents to and authorizes the publication and disclosure by CPT, InuvoCompany, Parent and/or their respective Affiliates of its and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company, Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Merger, the other Transactions or any other transactions contemplated by this Agreement, such Stockholder’s identity and holdings ownership of such Stockholder’s Covered Shares, the Subject Shares existence of this Agreement and the nature of its such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that the Company, Parent and Merger Sub may file this Agreement in any announcement, or a form hereof with the Joint Proxy Statement/Prospectus, the Registration Statement SEC or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, and (b) securities exchange. Each Stockholder agrees as to promptly as practicable to give to CPT, Inuvo and Parent any information it that is in such Stockholder’s possession that Parent may reasonably require request for the preparation of any such disclosure documents. The , and such Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the such Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that such Stockholder shall become aware that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required respect. Notwithstanding the foregoing, however, no Stockholder that is an entity shall have any obligation to be stated therein provide Parent with any non-public documentation pertaining to its ownership, governance, operations or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of business affairs, specifically including any additional Subject Shares limited liability company agreement, partnership agreement, trust agreement or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the similar agreement that may govern such Stockholder or any direct or indirect entity owners of such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement.

Documentation and Information. The Stockholder hereby (a) consents to and authorizes the publication and disclosure by CPT, Inuvothe Company, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Prospectus/Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers Merger or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo the Company and Parent any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo the Company and Parent of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo the Company of which the Stockholder Shareholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub 1, Merger Sub 2 and the Company each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers Merger or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement.

Documentation and Information. The Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto), each Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent (a) such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, each Stockholder and its Affiliates may provide ordinary course communications regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby to existing or prospective general and limited partners, equity holders, members, managers and investors of any Affiliates of such Person, in each case, who are subject to customary confidentiality restrictions. Each Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the publication SEC, and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement press release or any other disclosure document that Parent or filing with or notice Merger Sub reasonably determines to a Governmental Entity be necessary in connection with the Mergers or Merger and any of the transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Covered Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and each Stockholder acknowledges that Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority. Each party hereto agrees to use its reasonable best efforts to promptly (ba) agrees as promptly as practicable to give to CPT, Inuvo and Parent the other party any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby agrees to as promptly as practicable , and (b) notify CPT, Inuvo and Parent the other party of any required corrections with respect to any written information supplied by the Stockholder it specifically for use in any such disclosure document, filing or notice if and to the extent that such party shall become aware that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementrespect.

Documentation and Information. The Such Stockholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent, except as may be required by applicable Law (a) provided that reasonable notice of any such disclosure will be provided to Parent and such Stockholder shall reasonably consult with Parent and Merger Sub with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent and Merger Sub to publish and disclose in all documents and schedules filed with the publication SEC, and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement press release or any other disclosure document that Parent or filing with or notice Merger Sub reasonably determines to a Governmental Entity be necessary in connection with the Mergers or Offer, the Merger and any of the transactions contemplated by the Merger Agreement, such Stockholder’s identity and ownership of the Subject Shares, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Merger Sub may (b) provided that the Stockholder shall have a reasonable opportunity to review and approve that portion of any disclosure that identifies the Stockholder by name prior to any such filing, such approval not to be unreasonably withheld, conditioned or delayed), file this Agreement or a form hereof with the SEC or any other Governmental Body. Such Stockholder agrees as to promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require necessary for the preparation of any such disclosure documents. The , and such Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the such Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required respect. Notwithstanding the foregoing, each of Parent and Merger Sub hereby consents to be stated therein and authorizes the publication and disclosure by Stockholder (including in a Schedule 13D or necessary in order any other publicly filed documents related to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable Merger, the Offer or any other transactions contemplated by the Merger Agreement) of the number nature of Stockholder’s commitments, arrangements and understandings under this Agreement, and any additional Subject Shares or other securities of Inuvo of which the information that Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it reasonably determines to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the any SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers Offer, the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement; provided, a copy of this Agreementthat Stockholder shall provide Parent and Merger Sub with the opportunity to review and comment on any SEC disclosure document before such document is filed or otherwise made publicly available, each of the other party’s identities and the nature of the Stockholder’s commitments Stockholder shall consider such comments by Xxxxxx and obligations under this AgreementMerger Sub in good faith.

Documentation and Information. The Each Stockholder hereby (a) consents to and hereby authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, Company to publish and disclose in all documents and schedules filed with the SEC (including any amendment or furnished to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of JusticeSEC, and any press release or other disclosure document or filing that the Company determines to be necessary in connection with the Mergers or any Transactions, such Stockholder’s identity and ownership of the transactions contemplated by Subject Shares, the Merger Agreement or this Agreement, a copy existence of this Agreement, each of the other party’s identities Agreement and the nature of the such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that the Company may, in the Company’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority. Such Stockholder agrees to promptly give the Company any information it may reasonably require relating to such Stockholder for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify the Company of any required corrections with respect to any such written information supplied by it specifically for use in any such disclosure document, if and to the extent that, to such Stockholder’s knowledge, any such information shall have become false or misleading in any material respect. The initial press release regarding the Transactions shall be a joint press release issued by the parties to the Merger Agreement and thereafter none of the parties to this Agreement or any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Transaction Agreements and the Transactions without the prior consultation of the other party and giving the other party the opportunity to review and comment on such press release or other announcement, except for any such release or other announcement (i) required by applicable Law or the rules or regulations of any applicable United States securities exchange, the Toronto Stock Exchange or regulatory or Governmental Authority to which the relevant party is subject or (ii) containing only information previously publicly disclosed in accordance with this Section 11 and Section 6.03 of the Merger Agreement or otherwise consistent in all material respects with previous statements made jointly by Parent and the Company; provided, however, that the restrictions set forth in this Section 11 and Section 6.03 of the Merger Agreement shall not apply to any release or announcement made or proposed to be made following a Company Board Recommendation Change.

Documentation and Information. The Stockholder Such Unitholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (a) such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). Parent acknowledges it has been advised by each Unitholder of an obligation and intent of that Unitholder to file a Schedule 13D with the SEC with respect to the Unitholder’s obligations under this Agreement, and Parent consents to that filing. Such Unitholder consents to and hereby authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares Entities and the nature of its commitments Partnership to publish and obligations under this Agreement disclose in all documents and schedules filed with the SEC or other Governmental Authority or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement press release or any other disclosure document that the Parent Entities reasonably determine to be necessary or filing with or notice to a Governmental Entity advisable in connection with the Mergers or Merger and any of the other transactions contemplated by the Merger Agreement, such Unitholder’s identity and (b) ownership of the Subject Units, the existence of this Agreement and the nature of such Unitholder’s commitments and obligations under this Agreement, and such Unitholder acknowledges that the Parent Entities and the Partnership may, in their respective sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority or securities exchange. For the avoidance of doubt, no consent of the Unitholder shall be required to file and accurately describe contracts to which any Unitholder is a party or is otherwise referenced therein in compliance with Parent’s reporting obligations under the Securities Exchange Act of 1934. Such Unitholder agrees as to promptly as practicable to give to CPT, Inuvo Parent and Parent the Partnership any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby , and such Unitholder agrees to promptly notify Parent and the Partnership, as promptly as practicable notify CPTapplicable, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder such Unitholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementrespect.

Documentation and Information. The Each Stockholder shall not make any public announcement, statement or other disclosure with respect to this Agreement and the transactions contemplated hereby without the prior written consent of Parent (a) such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law or at the request of the SEC or other Governmental Authority. Parent and Purchaser hereby acknowledge and agree to the disclosure by each Stockholder of the nature of each Stockholder’s commitments, arrangements and understandings under this Agreement in an amendment to such Stockholders’ Schedule 13D filing with the SEC and the inclusion of this Agreement as an exhibit to such filing. Each Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the publication SEC or other Governmental Authority or applicable securities exchange, and any press release or other disclosure by CPTdocument that is required in connection with this Agreement or the Merger Agreement or the transactions contemplated hereby or thereby, Inuvo, Parent and/or their respective Affiliates of its such Stockholder’s identity and holdings ownership of the Subject Shares Shares, the existence of this Agreement and the nature of its such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement in any announcement, or a form hereof with the Joint Proxy Statement/Prospectus, the Registration Statement SEC or any other disclosure document Governmental Authority or filing with or notice securities exchange. Each Stockholder agrees to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation of any such disclosure documents. The , and each Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the such Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required respect. Each Stockholder makes no representations, and shall have no liability to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize Purchaser or the Stockholder and its Company or any of their respective Affiliates, with respect to any other disclosure made by Parent, Purchaser, the Company or any of their respective Affiliates (other than such Stockholder as and to the extent the provided by Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment pursuant to the Stockholder’s Schedule 13D) and all documents and schedules filed immediately preceding sentence), or with the Federal Trade Commission or the Department of Justice, and respect to any press release or other information contained in any such disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementdocuments.

Documentation and Information. The Such Stockholder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent and the Company (a) such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law. In the event such Stockholder amends their Schedule 13D or Schedule 13G filed with the SEC to disclose this Agreement, such Stockholder shall provide a draft of such amendment to Parent and Merger Sub and consider any reasonable comments in good faith prior to such filing. Such Stockholder consents to and hereby authorizes the publication and disclosure by CPT, InuvoCompany, Parent and/or and Merger Sub or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of JusticeSEC, and any press release or other disclosure document that the Company, Parent or filing Merger Sub or their Affiliates reasonably determines to be necessary in connection with the Mergers or Merger Agreement, the Merger and any of the other transactions contemplated by this Agreement or the Merger Agreement or this Agreement, a copy in each case regarding such Stockholder’s identity and ownership of the Subject Securities, the existence of this Agreement, each of the other party’s identities and the nature of the such Stockholder’s commitments and obligations under this AgreementAgreement and the Merger Agreement and any other information that Parent or the Company reasonably determines is required to be disclosed by Applicable Law, and such Stockholder acknowledges that Parent, Merger Sub and the Company, in Parent’s or the Company’s sole discretion, as applicable, may file this Agreement or a form hereof with the SEC or any other Governmental Authority. Such Stockholder agrees to promptly give Parent and the Company any information they may reasonably request for the preparation of any such disclosure documents. Nothing set forth herein shall limit any disclosure by any Stockholder to its or its Affiliates’ general or limited partners or its, its Affiliates’ or their respective general or limited partners’ partners, officers, directors, employees, Affiliates, investment bankers, attorneys, accountants or other advisors or representatives, in each case, on a confidential basis.

Documentation and Information. The Stockholder Shareholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Xxxxxx Partner and Remainco, except as may be required by applicable Law (a) provided that reasonable notice of any such disclosure will be provided to Merger Partner and Remainco, and Shareholder will consider in good faith the reasonable comments of Merger Partner and Remainco with respect to such disclosure and otherwise cooperate with Xxxxxx Partner and Remainco in obtaining confidential treatment with respect to such disclosure). Notwithstanding the foregoing Shareholder may, without such consultation or consent, issue a press release and make any public statement (including in response to questions from the press, analysts, investors or those attending industry conferences), so long as such press release or statements include only such information contained in, and consistent with, previous press releases, public disclosures or public statements made jointly by Xxxxxx Partner and Remainco (or individually, if approved by the applicable other party). Shareholder consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates Xxxxxx Partner and Remainco of its Shareholder’s identity and holdings holding of (or voting power over) the Subject Shares Covered Shares, and the nature terms of its commitments and obligations under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any announcementpress release, the Joint Proxy Statement/Prospectus, the Registration Statement or Prospectus and any other disclosure document or filing with or notice to a Governmental Entity required in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, the other Transaction Documents and (b) the consummation of the Contemplated Transactions, and Shareholder acknowledges that Xxxxxx Partner and Remainco may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority or securities exchange. Shareholder agrees as to promptly as practicable to give to CPT, Inuvo Xxxxxx Partner and Parent Remainco any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby , and Shareholder agrees to as promptly as practicable notify CPT, Inuvo Xxxxxx Partner and Parent Remainco of any required corrections with respect to any written information supplied by the Stockholder Shareholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleadingrespect. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement9.5.

Documentation and Information. The Such Stockholder shall not, and shall cause each of his, her or its Representatives or Affiliates not to, make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (a) such consent not to be unreasonably withheld), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent). If either party reasonably believes that any statements are required by law or regulation, such party shall consult with the other party regarding the content of such statements. None of the Stockholders or any of their Representatives or Affiliates shall take any action or make any public statement, whether or not in writing, that disparages or denigrates the Merger Agreement, the parties thereto or any of the transactions contemplated thereby. Such Stockholder consents to and hereby authorizes Parent and Purchaser to publish and disclose in all documents and schedules filed with the publication SEC or other Governmental Authority or applicable securities exchange, to the extent Parent determines such filing is required by applicable Law or regulation, and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement press release or any other disclosure document that Parent or filing with Purchaser reasonably determines to be necessary or notice to a Governmental Entity advisable in connection with the Mergers or Offer, the Merger and any of the other transactions contemplated by the Merger Agreement, such Stockholder’s identity and (b) ownership of the Subject Shares, Seller Stock Options and Seller Restricted Stock Units, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent and Purchaser may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority or securities exchange. Such Stockholder agrees as to promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation of any such disclosure documents. The , and such Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the such Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementrespect.

Documentation and Information. The Stockholder hereby shall not, and shall cause its Affiliates not to, make any public announcement or other communication to a third party (other than (a) Parent, Purchaser, the Company or their respective Representatives, (b) the Stockholder’s Affiliates and its and their respective Representatives or (c) any potential or actual transferee and such Person’s Representatives in connection with a Permitted Transfer solely for the purpose of facilitating such Permitted Transfer) regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) except as may be required by applicable law (provided that, other than in the case of a filing pursuant to Section 13 of the Exchange Act or as required by the rules or regulations of any U.S. or foreign stock exchange, reasonable notice of any such disclosure required by applicable law will be provided to Parent, and the Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and, to the extent applicable and permissible under applicable law, otherwise reasonably cooperate with Parent in obtaining confidential treatment with respect to such disclosure). The Stockholder consents to and hereby authorizes the publication and disclosure by CPTCompany, InuvoParent, Parent Purchaser and/or their respective Affiliates of its to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that the Company, Parent, Purchaser and/or their Affiliates reasonably determines to be necessary in connection with the Offer, the Merger and any other Transactions, the Stockholder’s identity and holdings ownership of the Subject Shares Shares, the existence of this Agreement and the nature of its the Stockholder’s commitments and obligations under this Agreement, and any other information that Parent or the Company reasonably determines is required to be disclosed by applicable law, and the Stockholder acknowledges that the Company, Parent, Purchaser and/or their respective Affiliates may, in their sole discretion, file this Agreement in any announcement, or a form hereof with the Joint Proxy Statement/Prospectus, the Registration Statement SEC or any other disclosure document Governmental Authority. The Stockholder agrees to promptly provide the Company or filing Parent with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it regarding the Stockholder that the Company or Parent may reasonably require for the preparation of any such disclosure documents. The , and the Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo the Company and Parent of any required corrections with respect to any such written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that the Stockholder becomes aware that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and respect; provided, that Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which shall provide the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo with reasonable advance notice and Inuvo Merger Sub each hereby consent an opportunity to and authorize the Stockholder and its Affiliates, to the extent review any such publication referencing the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Lawincorporating information provided by the Stockholder, to publish and disclose in all documents and schedules filed Parent, together with the SEC (including Company, will consider in good faith any amendment reasonable comments made by the Stockholder with respect to the Stockholder’s Schedule 13D) and all documents and schedules filed with incorporation of such information into the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementpublication.

Documentation and Information. The Stockholder hereby (a) consents to and authorizes the publication and disclosure Except as required by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcementApplicable Law, the Joint Proxy Statement/ProspectusStockholders shall not, and shall direct their Representatives not to, other than in the case of an amendment to a Schedule 13D or 13G that discloses this Agreement, make any public announcement regarding this Agreement, the Registration Statement Merger Agreement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by hereby or thereby without the Merger Agreementprior written consent of Parent and the Company (such consent not to be unreasonably withheld, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation of any such disclosure documentsconditioned or delayed). The Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby Stockholders consent to and hereby authorize Parent and Merger Subsidiary, on the Stockholder one hand, and its Affiliatesthe Company, to on the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Lawother hand, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of JusticeSEC, and any press release or other disclosure document that Parent or filing Merger Subsidiary reasonably determines to be necessary in connection with the Mergers or Merger and any of the transactions contemplated by the Merger Agreement or this Agreement, a copy the Stockholders’ identities and respective ownership of the Covered Shares, the existence of this Agreement, each of the other party’s identities Agreement and the nature of the Stockholder’s Stockholders’ commitments and obligations under this Agreement, and the Stockholders acknowledge that Parent and Merger Subsidiary or the Company, as applicable, may, in Parent’s or the Company’s, as applicable, sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority; provided that Parent and Merger Subsidiary shall not publish or disclose the Stockholders’ identities in a press release without the Stockholders’ prior approval. Each party hereto agrees to use its reasonable best efforts to promptly (a) give the other parties any information such party or parties, as applicable, may reasonably require for the preparation of any such disclosure documents, and (b) notify the other parties of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such party shall become aware that any such information shall have become false or misleading in any material respect. Notwithstanding the foregoing, Parent shall use its reasonable best efforts to provide the Stockholders with advance notice and an opportunity to review any such publication made by Parent or Merger Subsidiary to the extent such publication discloses information with respect to the Stockholders which has not been previously disclosed, and will consider in good faith any reasonable comments thereon made by the Stockholders.

Documentation and Information. The Stockholder hereby Shareholder shall not, and shall cause its Affiliates not to, make any public announcement or other communication to a third party (other than (a) consents to and authorizes Parent, Merger Sub, the publication and disclosure by CPT, Inuvo, Parent and/or Company or their respective Representatives, or (b) the Shareholder’s Affiliates of and its identity and holdings of the Subject Shares and the nature of its commitments and obligations under their respective Representatives) regarding this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or any of the transactions contemplated hereby without the prior written consent of Parent, except as may be required by applicable Law (provided that, other than in the case of a filing pursuant to Section 13 of the Exchange Act or as required by the Merger Agreementrules or regulations of any U.S. or foreign stock exchange, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require for the preparation reasonable notice of any such disclosure documents. The Stockholder hereby agrees required by applicable Law will be provided to as promptly as practicable notify CPTParent, Inuvo and the Shareholder will consider in good faith the reasonable comments of Parent of any required corrections with respect to any written information supplied by the Stockholder specifically for use in any such disclosure document, filing or notice if and to the extent that any shall contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliatesand, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable applicable and permissible under applicable Law, otherwise reasonably cooperate with Parent in obtaining confidential treatment with respect to such disclosure). The Shareholder consents to and hereby authorizes Parent, the Company, Merger Sub and/or their Affiliates to publish and disclose in all documents and schedules filed with the SEC (SEC, including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice14D-9, and any press release or other disclosure document or filing that Parent, the Company, Merger Sub and/or their Affiliates reasonably determines to be necessary in connection with the Mergers or Offer, the Merger and any of the transactions contemplated by other Transactions, in each case regarding the Merger Agreement or this AgreementShareholder’s identity and ownership of the Subject Shares, a copy the existence of this Agreement, each of the other party’s identities and the nature of the StockholderShareholder’s commitments and obligations under this AgreementAgreement and any other information that Parent or the Company reasonably determines is required to be disclosed by applicable Law, and the Shareholder acknowledges that the Company, Parent and Merger Sub may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Body. The Shareholder agrees to promptly provide the Company or Parent with any information it may reasonably request for the preparation of any such disclosure documents, and the Shareholder agrees to promptly notify the Company and Parent of any required corrections with respect to any information supplied by the Shareholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

Documentation and Information. The Stockholder Holder shall not make any public announcement regarding this Agreement and the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except (a) consents as may be required by applicable legal requirements (including the filing of any Schedule 13D amendments or Form 4 with the SEC which may include this Agreement as an exhibit thereto) (provided that, to the extent practicable and authorizes not prohibited by law, reasonable notice of any such disclosure will be provided to Parent and Holder shall reasonably consult with Parent and Purchaser with respect to such disclosure), (b) for the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates making of its identity and holdings of the Subject Shares any such public announcement (including on websites) regarding this Agreement and the nature of its commitments and obligations under transactions contemplated hereby solely containing information that is consistent with previous public announcements made jointly or otherwise agreed by the Parties in accordance with this Section 4.3 or by the parties to the Merger Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement or any other disclosure document or filing with or notice to a Governmental Entity (c) for disclosures made in connection with the Mergers any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement. Holder consents to and hereby authorizes the Company, Parent and Purchaser to publish and disclose in all documents and schedules filed with the SEC, including Schedule 14D-9, and any press release or other disclosure document that the Company, Parent or Purchaser reasonably determines to be necessary in connection with the Offer, the Merger and any transactions contemplated by this Agreement or the Merger Agreement, Holder’s identity and ownership of the Subject Securities, the existence of this Agreement and the nature of Holder’s commitments and obligations under this Agreement, and Holder acknowledges that Parent and Purchaser may (bprovided that Holder shall have a reasonable opportunity to review and approve prior to any such filing that portion of any disclosure that identifies Holder by name or other identifiable description, such approval not to be unreasonably withheld, conditioned or delayed) file this Agreement or a form hereof with the SEC or any other Governmental Entity. Hxxxxx agrees as to promptly as practicable to give to CPT, Inuvo and Parent any information it may reasonably require request for the preparation of any such disclosure documents. The Stockholder hereby , and Hxxxxx agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder Hxxxxx specifically for use in any such disclosure document, filing or notice if and to the extent Holder becomes aware that any shall contain such information contains any untrue statement of a material fact or omit omits to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreement.

Documentation and Information. The Stockholder Shareholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Xxxxxx Partner and Remainco, except as may be required by applicable Law (a) provided that reasonable notice of any such disclosure will be provided to Merger Partner and Remainco, and Shareholder will consider in good faith the reasonable comments of Merger Partner and Remainco with respect to such disclosure and otherwise cooperate with Xxxxxx Partner and Remainco in obtaining confidential treatment with respect to such disclosure). Notwithstanding the foregoing Shareholder may, without such consultation or consent, issue a press release and make any public statement (including in response to questions from the press, analysts, investors or those attending industry conferences), so long as such press release or statements include only such information contained in, and consistent with, previous press releases, public disclosures or public statements made jointly by Xxxxxx Partner and Remainco (or individually, if approved by the applicable other party). Shareholder consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates Xxxxxx Partner and Remainco of its Shareholder’s identity and holdings holding of (or voting power over) the Subject Shares Covered Shares, and the nature terms of its commitments and obligations under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement), in any announcementpress release, the Joint Proxy Statement/Prospectus, the Registration Statement or Prospectus and any other disclosure document or filing with or notice to a Governmental Entity required in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, the other Transaction Documents and (b) the consummation of the Contemplated Transactions, and Shareholder acknowledges that Xxxxxx Partner and Remainco may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority or securities exchange. Shareholder agrees as to promptly as practicable to give to CPT, Inuvo Xxxxxx Partner and Parent Remainco any information it may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby , and Shareholder agrees to as promptly as practicable notify CPT, Inuvo Xxxxxx Partner and Parent Remainco of any required corrections with respect to any written information supplied by the Stockholder Shareholder specifically for use in any such disclosure document, filing or notice if and to the extent that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementrespect.

Documentation and Information. Except as required by applicable Law (including the filing of a Schedule 13D with the SEC which may include this Agreement as an exhibit thereto) or with respect to customary internal communications to its and its controlled Affiliates’ limited partners that are subject to confidentiality obligations, prior to the consummation of the Merger, the Stockholder shall not, and shall direct its Representatives not to, make any public announcement regarding this Agreement, the Merger Agreement or the transactions contemplated hereby or thereby without the prior written consent of Parent. The Stockholder hereby (a) consents to and hereby authorizes Parent, Intermediate Holdco and Merger Sub to publish and disclose in all documents and schedules filed with the publication SEC, and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates of its identity and holdings of the Subject Shares and the nature of its commitments and obligations under this Agreement in any announcement, the Joint Proxy Statement/Prospectus, the Registration Statement press release or any other disclosure document that Parent, Intermediate Holdco or filing with or notice Merger Sub reasonably determines to a Governmental Entity be necessary in connection with the Mergers or Merger and any of the transactions contemplated by the Merger Agreement, the Stockholder’s identity and (b) ownership of the Subject Shares, the existence of this Agreement and the nature of the Stockholder’s commitments and obligations under this Agreement, and the Stockholder acknowledges that Parent, Intermediate Holdco and Merger Sub may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Authority; provided that, other than any such disclosure that describes the transactions contemplated by the Merger Agreement or this Agreement as a factual matter, the Stockholder shall have a reasonable opportunity to review and comment upon any such disclosure prior to any such filing, which comments Parent, Intermediate Holdco and Merger Sub shall consider in good faith. The Stockholder agrees as to promptly as practicable to give to CPT, Inuvo and Parent any information it may that is reasonably require necessary for the preparation of any such disclosure documents. The , and the Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder it specifically for use in any such disclosure document, filing or notice if and to the extent that the Stockholder shall become aware that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleadingrespect. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or Promptly after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo execution and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy delivery of this Agreement, each of the other party’s identities Parent and the nature of Stockholder shall cooperate to prepare and file with the Stockholder’s commitments SEC any required disclosure statements on Schedule 13D or any amendments or supplements thereto, as applicable, relating to the Merger Agreement, this Agreement and obligations under this Agreementthe transactions contemplated hereby and thereby.

Documentation and Information. The Stockholder Such Shareholder shall not, and shall cause its Affiliates and its and their respective directors, officers and employees not to, and such Shareholder shall, and shall cause its Affiliates to, use their reasonable best efforts to cause its and their respective Representatives not to, make any press release, public announcement or other communication to any Third Party regarding this Agreement and the transactions contemplated hereby or the Purchase Agreement and the Transactions without the prior written consent of Buyer, except (a) as such Shareholder reasonably determines (based on the advice of its legal counsel, which may be in-house counsel) is required to be disclosed by applicable Law (provided that reasonable notice of any such disclosure will be provided to Buyer to the extent legally permissible and reasonably practicable), including any filings with the SEC pursuant to the 1934 Act, or (b) for any such announcement that is supportive of the Transactions and not inconsistent with any press release issued by Buyer or the Company in connection with or relating to the Purchase Agreement Amendment, the Offer and the Transactions. Such Shareholder (i) consents to and authorizes the publication and disclosure by CPT, Inuvo, Parent and/or their respective Affiliates Buyer of its such Shareholder's identity and holdings of the Subject Shares and Shares, the nature of its commitments such Shareholder's commitments, arrangements and obligations understandings under this Agreement (including, for the avoidance of doubt, the disclosure of this Agreement) and any other information that Buyer reasonably determines upon the advice of counsel is required to be disclosed by applicable Law in any announcementpress release, the Joint Proxy Statement/ProspectusOffer Documents (in each case, including all schedules and documents filed with the Registration Statement SEC) or any other disclosure document or filing with or notice to a Governmental Entity in connection with the Mergers or Offer, the Post- Offer Reorganization and the other Transactions (provided that notice of any of such disclosure will be provided to such Shareholder to the transactions contemplated by extent reasonably practicable, the Merger AgreementShareholder will have a reasonable opportunity to provide comments on such disclosure, and Buyer shall incorporate any reasonable comments to the portions of any such disclosure that make reference to Shareholder's identity and holdings as may be provided by such Shareholder), (bii) agrees as to promptly as practicable to give to CPT, Inuvo Buyer and Parent the Company any information it in their reasonable possession or control they may reasonably require for the preparation of any such disclosure documents. The Stockholder hereby documents and (iii) agrees to as promptly as practicable notify CPT, Inuvo and Parent Buyer of any required corrections reasonably known to such Shareholder with respect to any written information supplied by the Stockholder such Shareholder specifically for use in any such disclosure document, filing or notice if and to the extent that any Shareholder reasonably knows such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact respect. Buyer agrees to promptly give to such Shareholder any information regarding Buyer that such Shareholder reasonably requires for the preparation of any documents that such Shareholder is required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed file with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by hereby, including the Merger Agreement filing of any Schedule 13D, Schedule 14D-9 or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementamendments thereto.

Documentation and Information. The Each Stockholder shall not, and shall cause its controlled affiliates and its and their respective Representatives not to, make any public announcement or other communication to a third party regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (asuch consent not to be unreasonably withheld, conditioned or delayed) except [(i)]1 as may be required by applicable Law (provided that reasonable notice of any such disclosure required by applicable Law will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure) [, and (ii) disclosures to the current limited partners or members of such Stockholder to the extent required pursuant to the terms of its limited partnership or operating agreement (or comparable governing fund document) as in effect on the date of this Agreement, provided that all such limited partners or members are subject under the limited partnership or operating agreement (or comparable governing fund document) to confidentiality obligations limiting the disclosure of any such communicated information and prohibiting the public announcement or disclosure of such information on terms substantially similar to those set forth in this Section 4.5]2. Such Stockholder consents to and authorizes the publication and disclosure by CPT, InuvoCompany, Parent and/or their respective Affiliates of its and Merger Sub to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Authority or applicable securities exchange, and any press release or other disclosure document that the Company, Parent or Merger Sub reasonably determines to be necessary or advisable in connection with the Merger, the Merger Transactions or any other transactions contemplated by this Agreement or the Convertible Note Purchase Agreement, such Stockholder’s identity and holdings ownership of such Stockholder’s Covered Shares, the Subject Shares existence of this Agreement and the nature of its such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that the Company, Parent and Merger Sub may, in Parent’s sole discretion, file this Agreement in any announcement, or a form hereof with the Joint Proxy Statement/Prospectus, the Registration Statement SEC or any other disclosure document Governmental Authority or filing with or notice securities exchange. Such Stockholder agrees to a Governmental Entity in connection with the Mergers or any of the transactions contemplated by the Merger Agreement, and (b) agrees as promptly as practicable to give to CPT, Inuvo and Parent any information it that is in its possession that Parent may reasonably require request for the preparation of any such disclosure documents. The , and such Stockholder hereby agrees to as promptly as practicable notify CPT, Inuvo and Parent of any required corrections with respect to any written information supplied by the Stockholder it specifically for use in any such disclosure document, filing or notice if and to the extent that such Stockholder shall become aware that any such information shall contain any untrue statement of material fact have become false or omit to state misleading in any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Stockholder hereby agrees to notify CPT and Parent in writing as promptly as practicable of the number of any additional Subject Shares or other securities of Inuvo of which the Stockholder acquires Beneficial Ownership on or after the date hereof. Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub each hereby consent to and authorize the Stockholder and its Affiliates, to the extent the Stockholder or such Affiliates determine it to be necessary or advisable under applicable Law, to publish and disclose in all documents and schedules filed with the SEC (including any amendment to the Stockholder’s Schedule 13D) and all documents and schedules filed with the Federal Trade Commission or the Department of Justice, and any press release or other disclosure document or filing in connection with the Mergers or any of the transactions contemplated by the Merger Agreement or this Agreement, a copy of this Agreement, each of the other party’s identities and the nature of the Stockholder’s commitments and obligations under this Agreementrespect.