Common use of Exchange Agent Clause in Contracts

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/Prospectus, Parent shall appoint a bank or trust reasonably acceptable to CPT and Inuvo to act as exchange agent (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of CPT Common Stock and Inuvo Common Stock, for exchange in accordance with this Article III through the Exchange Agent (i) evidence of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectively, the “Exchange Fund”). Parent further agrees to provide to the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay any dividends and other distributions pursuant to Section 3.3(c). The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except as contemplated by Section 3.3(c) and Section 3.3(e), the Exchange Fund shall not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article III.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/Prospectus, Parent shall appoint a bank or trust reasonably acceptable to CPT and Inuvo to act as exchange agent (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with an exchange agent selected by Parent and reasonably acceptable to the Company (the “Exchange Agent Agent”), and pursuant to an exchange agent agreement reasonably acceptable to the Company, for the benefit of the holders of CPT Common Stock Shares, subject to Section 3.2(b)(ii), an aggregate number of Parent Shares and Inuvo Common Stock, an aggregate amount of cash sufficient to deliver the aggregate amount of Parent Shares and cash to which holders of Shares shall become entitled pursuant to Section 3.1(c)(i) for exchange the purpose of exchanging the Per Share Merger Consideration for Certificates and Book Entry Shares in accordance with this Article III through III. After the Effective Time, on the appropriate payment date, if applicable, Parent shall promptly deposit or cause to be deposited with the Exchange Agent (i) evidence of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient any dividends or other distributions payable on such Parent Shares pursuant to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and Section 3.2(b) (collectivelysuch Parent Shares and cash provided to the Exchange Agent for the Per Share Merger Consideration, together with any dividends or other distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). Parent further agrees to provide shall promptly deposit with the Exchange Agent, for addition to the Exchange AgentFund, from time to time as needed, immediately available funds cash sufficient to pay any dividends and other distributions pursuant to cash in lieu of fractional shares in accordance with Section 3.3(c3.1(e). The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except as contemplated by Section 3.3(c) and Section 3.3(e), cash portion of the Exchange Fund shall not be used for any purpose other purpose. Parent than as set forth in this Article III, and shall pay all charges and expenses, including those of be invested by the Exchange Agent, incurred Agent as directed by it Parent or the Surviving Corporation solely in connection with (i) direct obligations of the exchange United States of CPT Common Stock for the CPT Merger ConsiderationAmerica, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated the highest quality by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, or (iv) a combination of any of the foregoing. Parent or the Surviving Corporation shall bear and pay the fees and expenses of the Exchange Agent in connection with the exchange of Inuvo Common Stock Shares and the Exchange Fund. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation or Parent, as Parent directs. To the extent there are any losses with respect to any such investments, Parent shall promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Inuvo Merger Consideration, Exchange Agent to pay the Per Share Cash Amount and (iii) other amounts contemplated by this Article IIIany cash in lieu of fractional shares in accordance with Section 3.1(e).

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/Prospectus, Parent shall appoint a bank or trust reasonably acceptable to CPT and Inuvo to act as exchange agent (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to Within three Business Days following the Effective Time, Parent shall deposit, or shall cause (i) allot to be deposited, with the Exchange Agent Agent, as nominee for the benefit of the holders of CPT Company Common Stock and Inuvo Common Stockconverted into the right to receive the Merger Consideration, for exchange in accordance with this Article III through the Exchange Agent (i) evidence aggregate number of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient Ordinary Shares to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration be issued pursuant to Section 3.2(d) and (ii) deposit with the Exchange Agent an amount of cash sufficient to permit the Exchange Agent to make the Inuvo Cash Merger Consideration necessary payments of cash in lieu of fractional Parent ADSs and Fractional Share Cash Amount payments Parent Ordinary Shares in accordance with Sections 3.2(a) and 3.2(bSection 3.4(e) (collectivelysuch cash and Parent Ordinary Shares, together with any dividends or distributions with respect thereto being hereinafter referred to as the “"Exchange Fund”"). Parent further agrees , to provide be held for the benefit of and distributed to the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay any dividends and other distributions pursuant to Section 3.3(c)holders of Company Common Stock in accordance with this Section. The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration agree to hold such Parent Ordinary Shares and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except funds for delivery as contemplated by Section 3.3(c) this Section, and Section 3.3(e)upon such additional terms as may be agreed upon by the Exchange Agent, the Exchange Fund shall not be used for any other purpose. Surviving Corporation and Parent shall pay all charges cause the Depositary to issue through and expenses, including those upon the instructions of the Exchange Agent, incurred by it for the benefit of the holders of shares of the Company Common Stock converted into the ADS Consideration in accordance with Section 3.2(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to Section 3.2(c). Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with (i) the exchange of CPT Common Stock for ADS Consideration. The Exchange Agent shall invest any cash included in the CPT Merger Consideration, (ii) Exchange Fund as directed by the exchange of Inuvo Common Stock for Surviving Corporation on a daily basis; provided that no such investment or loss thereon shall affect the Inuvo Merger Consideration, and (iii) other amounts contemplated by payable to the Company's shareholders pursuant to this Article III. Parent and the Surviving Corporation shall replace any monies lost through an investment made pursuant to this Section 3.4. Any interest and other income resulting from such investments shall promptly be paid to the Surviving Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and delivered to the holders of Company Common Stock in accordance with this Agreement shall, as of the Effective Time, have been registered under the Securities Act pursuant to a registration statement on Form F-4 declared effective by the SEC.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/Prospectus, Parent shall appoint a bank or trust reasonably acceptable to CPT and Inuvo to act as exchange agent (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to the Effective Time, Parent shall or HoldCo will appoint an exchange agent reasonably acceptable to the Partnership to act as exchange and payment agent hereunder for the purpose of exchanging Public Common Units for the Merger Consideration as required by this Article III and paying any dividends to which holders of the Public Common Units are entitled pursuant to Section 3.3(c) and any cash in lieu of any fractional shares to which such holders are entitled pursuant to Section 3.3(d)(the “Exchange Agent”). Promptly after the Effective Time, but on the Closing Date, Parent will deposit, or shall cause to be depositeddeposited on behalf of HoldCo, with the Exchange Agent for the benefit of the holders of CPT the applicable Public Common Stock and Inuvo Common StockUnits, for exchange in accordance with this Article III III, through the Exchange Agent Agent, (i) evidence of Parent Common Stock Shares represented in book-entry form to be issued as Stock Consideration, payable upon due surrender of the Certificates (or certificate form representing affidavits of loss in lieu thereof pursuant to Section 3.3(g) with respect to certificated Common Units) or Book-Entry Units pursuant to the number provisions of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration this Article III and (ii) an amount of cash sufficient to make pay the Inuvo aggregate amounts of Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectively, the “Exchange Fund”contemplated under Section 3.1(a). Parent further agrees and HoldCo agree to provide make available, or cause to be made available, to the Exchange Agent, from time to time as needed, immediately available funds cash, property or stock sufficient to pay any dividends and other distributions pursuant to Section 3.3(c) or cash in lieu of fractional Parent Shares pursuant to Section 3.3(d), in each case, without interest. Any dividends with respect to Parent Shares pursuant to Section 3.3(c). , Parent Shares and Cash Consideration for payment of the Merger Consideration deposited with the Exchange Agent and cash in lieu of fractional Parent Shares pursuant to Section 3.3(d) are hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall promptly will, pursuant to irrevocable instructions from Parent, HoldCo and the Partnership, deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from contemplated to be issued or paid pursuant to this Agreement out of the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2Fund. Except as contemplated by Section 3.3(c3.3(b) and Section 3.3(e3.3(c), the Exchange Fund shall will not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article III.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/ProspectusEffective Time, Parent shall appoint designate a bank or trust reasonably company mutually acceptable to CPT Parent and Inuvo to act as exchange agent the Company (the “Exchange Agent”) for the payment purpose of exchanging shares of Company Common Stock for the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (reasonably acceptable to the “Company with the Exchange Agent Agreement”) relating to the services to be performed by the Exchange Agent’s responsibilities under . Parent shall deposit, or cause to be deposited, such aggregate Merger Consideration with the Exchange Agent at the Closing. The Cash Consideration portion of such aggregate Merger Consideration deposited with the Exchange Agent shall, pending its disbursement to such holders, be invested by the Exchange Agent in (i) short-term direct obligations of the United States of America or (ii) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest. Any interest and other income from such investments shall become part of the funds held by the Exchange Agent for purposes of paying the Cash Consideration portion of the aggregate Merger Consideration, subject to Section 2.3(g). No investment by the Exchange Agent of the Cash Consideration portion of the aggregate Merger Consideration shall relieve Parent, the Surviving Corporation or the Exchange Agent from making the payments required by this Article II and Parent shall promptly replace any funds deposited with the Exchange Agent lost through any investment made pursuant to this Section 2.3(a). No investment by the Exchange Agent of the Cash Consideration portion of the aggregate Merger Consideration shall have maturities that could prevent or delay payments to be made pursuant to this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to Following the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of CPT Common Stock and Inuvo Common Stock, for exchange in accordance with this Article III through the Exchange Agent (i) evidence of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient agrees to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectively, the “Exchange Fund”). Parent further agrees to provide available to the Exchange Agent, from time to time as needed, immediately available funds sufficient additional cash or additional shares of Parent Common Stock to pay (A) the Merger Consideration as contemplated by this Article II, (B) cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.3(e) and (C) any dividends and or other distributions pursuant to Section 3.3(c). The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except as contemplated by Section 3.3(c2.3(c) and Section 3.3(e), the Exchange Fund shall not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article IIIwithout interest.

Exchange Agent. Prior Immediately prior to the mailing of Effective Time on the Joint Proxy Statement/ProspectusClosing Date, Parent shall appoint deposit or shall cause to be deposited with a bank nationally recognized financial institution or trust company selected by Parent and reasonably acceptable to CPT and Inuvo the Company to act serve as the exchange agent (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement), which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of CPT Common Stock and Inuvo Common StockEligible Shares, for exchange in accordance with this Article III through the Exchange Agent 3, (i) evidence an aggregate number of duly authorized, validly issued and fully paid and non-assessable Parent Common Shares to be issued in uncertificated or book-entry form comprising the number of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient Shares required to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration be issued pursuant to Section 3.1(a), and (ii) an aggregate amount of cash sufficient comprising a good faith estimate of the amount required to make be delivered pursuant to Section 3.2(e). In addition, Parent shall deposit or cause to be deposited with the Inuvo Cash Merger Consideration Exchange Agent, as necessary from time to time after the Effective Time, any dividends or other distributions, if any, to which the holders of Eligible Shares may be entitled pursuant to Section 3.2(c) with both a record and Fractional Share Cash Amount payments payment date after the Effective Time and prior to the surrender of such Eligible Shares. Such Parent Common Shares, cash in accordance lieu of any fractional shares payable pursuant to Section 3.2(e) and the amount of any dividends or other distributions deposited with Sections the Exchange Agent pursuant to this Section 3.2(a) and 3.2(b) (collectively, are referred to collectively in this Agreement as the “Exchange Fund”). Parent further agrees to provide to the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay any dividends and other distributions pursuant to Section 3.3(c). .” The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except as contemplated by Section 3.3(c) and Section 3.3(e), the Exchange Fund shall not be used for any purpose other purposethan for the purpose provided for in this Agreement and shall be held in trust for the benefit of the holders of Eligible Shares, subject to Section 3.2(f). In the event that the Exchange Fund shall be insufficient to make the payments contemplated by this Section 3.2, Parent shall pay all charges and expensespromptly deposit, including those or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. The cash portion of the Exchange AgentFund shall be invested by the Exchange Agent as directed by Parent or the Surviving Entity. Interest and other income on the Exchange Fund shall be the sole and exclusive property of Parent and the Surviving Entity and shall be paid to Parent or the Surviving Entity as Parent directs. No investment of the cash portion of the Exchange Fund shall relieve Parent, incurred by it in connection with (i) the exchange of CPT Common Stock for Surviving Entity or the CPT Merger Consideration, (ii) Exchange Agent from making the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated payments required by this Article III3, and, following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent to the extent necessary to satisfy Parent’s obligations hereunder for the benefit of the each holder of record of Eligible Shares at the Effective Time, which additional funds will be deemed to be part of the Exchange Fund.

Exchange Agent. Prior to (a) Purchaser shall authorize the mailing of the Joint Proxy Statement/ProspectusCompany’s transfer agent, Parent shall appoint a bank or other corporate trust operation selected by Purchaser and reasonably acceptable to CPT and Inuvo the Company, to act serve as exchange agent hereunder (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo). At or Immediately prior to the Effective TimeDate, Parent Purchaser shall deposit, deposit or shall cause to be deposited, deposited in trust with the Exchange Agent for the benefit cash amount of the holders of CPT Common Stock Merger Price and Inuvo Common StockOption Consideration with respect to each Converted Share and Option, for exchange in accordance with this Article III through as the Exchange Agent case may be (i) evidence of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient such cash amount being hereinafter referred to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectively, as the “Exchange Fund”). Parent further agrees The Exchange Fund may be invested by the Exchange Agent as directed by Purchaser only in direct obligations of the United States, obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by ▇▇▇▇▇’▇ Investors Services, Inc. or Standard & Poor’s Corporation or certificates of deposit, bank repurchase agreements or bankers’ acceptances of a commercial bank having at least $100,000,000 in assets (collectively, “Permitted Investments”) or in money market funds which are invested in Permitted Investments, and any net earnings with respect thereto shall be paid to the Exchange Agent, from time to time Purchaser as needed, immediately available funds sufficient to pay any dividends and other distributions pursuant to Section 3.3(c)when requested by Purchaser. The Exchange Agent shall promptly deliver shall, pursuant to irrevocable instructions received from Purchaser, pay the applicable CPT Merger Price and Option Consideration with respect to such Converted Share and Inuvo Merger Consideration from Option, as the case may be, as provided for in this Article 2 out of the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2Fund. Except as contemplated by Section 3.3(c) and Section 3.3(e), the The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement, or as otherwise agreed to by Purchaser and Company prior to the Effective Date. (b) As soon as practicable after the Effective Date, the Exchange Agent shall mail and otherwise make available to each record holder (other than holders of Dissenting Shares) who, as of the Effective Date, was a holder of an outstanding certificate or certificates which immediately prior to the Effective Date represented shares of Company Common Stock (the “Certificates”) and to each holder of Options under the Stock Option Plans recorded on Company’s books a form of letter of transmittal and instructions for use in effecting the surrender of the Certificates and Options for payment therefor and conversion thereof, which letter of transmittal shall be prepared by the Purchaser and shall be reasonably acceptable to the Company, and shall comply with all applicable rules of the Nasdaq. (c) Delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and the form of letter of transmittal shall so reflect. Parent Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the cash consideration to which such holder shall have become entitled pursuant to this Article 2, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. (d) Options shall be cancelled as of the Effective Date and upon the occurrence of the Effective Date the holder of each Option shall be entitled to receive in exchange therefor a check representing the cash consideration to which such holder will have become entitled pursuant to this Article 2 (less applicable withholding taxes). No interest will be paid or accrued on the cash payable upon the cancellation of Options. (e) If any portion of the consideration to be received pursuant to this Article 2 upon exchange of a Certificate is to be issued or paid to a Person other than the Person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a check representing cash to such other Person, or establish to the satisfaction of the Exchange Agent that such tax has been paid or that no such tax is applicable. From the Effective Date until surrender in accordance with the provisions of this Section 2.5, each Certificate (other than Certificates representing treasury shares of Company and Certificates representing Dissenting Shares) shall represent for all charges and expensespurposes only the right to receive the consideration provided in this Article 2. All payments in respect of shares of Company Common Stock that are made in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such securities. (f) In the case of any lost, mislaid, stolen or destroyed Certificates, the holder thereof will be required to tender a notarized affidavit of lost certificate, including those an agreement to indemnify the Surviving Corporation in the event that a bona fide holder in due course submits the Certificate and seeks to receive the merger consideration payable in respect thereof, and may be required, as a condition precedent to the delivery to such holder of the consideration described in this Article 2, to deliver to Purchaser a bond in such reasonable sum as Purchaser may direct as indemnity against any claim that may be made against the Exchange Agent, incurred Purchaser or the Surviving Corporation with respect to the Certificate alleged to have been lost, mislaid, stolen or destroyed. (g) After the Effective Date, there shall be no transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Date. If, after the Effective Date, Certificates are presented to the Surviving Corporation for transfer, they shall be cancelled and exchanged for the consideration described in this Article 2. From and after the Effective Date, the holders of Certificates shall cease to have any rights with respect to the shares of Company Common Stock represented thereby, except as otherwise provided for herein or by it in connection applicable Law. (h) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Company for six months after the Effective Date shall be returned to Purchaser, upon demand, and any holder of Company Common Stock who has not theretofore complied with Section 2.5(c) shall thereafter look only to Purchaser for payment of the consideration to which such holder has become entitled pursuant to this Article 2. Notwithstanding any provision of this Agreement to the contrary, none of the Purchaser, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any amount properly paid from the Exchange Fund or delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (i) If any Certificates shall not have been surrendered prior to three years after the exchange Effective Date (or immediately prior to such earlier date on which any Merger Consideration would otherwise escheat to or became the property of CPT Common Stock for any Governmental Body), any such portion of the CPT Merger ConsiderationExchange Fund in respect thereof shall, (ii) to the exchange extent permitted by applicable Law, become the property of Inuvo Common Stock for the Inuvo Merger ConsiderationSurviving Corporation, free and (iii) other amounts contemplated by this Article IIIclear of all claims or interest of any Person previously entitled thereto.

Exchange Agent. Prior to On the mailing Closing Date (and after the Merger Effective Time and the consummation of the Joint Proxy Statement/Prospectustransactions contemplated by Section 3.02(b)(i), Parent Section 3.02(b)(ii) and Section 3.02(b)(iii)), Holdco shall appoint deposit with a bank or trust company that shall be designated by SPAC and is reasonably acceptable satisfactory to CPT and Inuvo to act as exchange agent the Company (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement), which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of CPT Common Stock and Inuvo SPAC Common Stock, for exchange in accordance with this Article III through III, the Exchange Agent number of Holdco Ordinary Shares (i) evidence of Parent Common Stock in uncertificated form or book-entry or certificate form representing the number of shares of Parent Common Stock form) sufficient to deliver the applicable CPT Merger Consideration consisting of the Holdco Ordinary Shares to be issued to the holders of SPAC Class A Common Stock (other than Excluded Shares) in the Merger pursuant to this Agreement. In addition, Holdco shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, (i) any dividends or other distributions payable pursuant to Section 3.03(c) with respect to the SPAC Class A Common Stock issued pursuant to the Merger for any shares of SPAC Class A Common Stock with a record and Inuvo Stock payment date after the Merger Consideration Effective Time and prior to the surrender of such shares and (ii) an amount cash in lieu of cash sufficient any fractional shares payable pursuant to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(bSection 3.03(h) (all such Holdco Ordinary Shares and cash, together with the amount any dividends or distributions contemplated pursuant to Section 3.03(c), being hereinafter referred to, collectively, as the “Exchange Fund”). Parent further agrees to provide to Holdco shall cause the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay any dividends and other distributions Agent pursuant to Section 3.3(c). The Exchange Agent shall promptly irrevocable instructions, to deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from out of the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2in accordance with this Agreement. Except as contemplated by this Section 3.3(c) and Section 3.3(e)3.03 hereof, the Exchange Fund shall not be used for any other purpose. Parent The Exchange Agent shall pay all charges and expenses, including those invest the cash portion of the Exchange AgentFund as directed by Holdco; provided that such investments shall be in obligations, incurred by it funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 3.03(c) and any cash in connection with (i) lieu of any fractional shares payable pursuant to Section 3.03(h), Holdco shall promptly replace or restore the exchange cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger ConsiderationExchange Fund, and (iiiany amounts in excess of the amounts payable under this Section 3.03(a) other amounts contemplated by this Article IIIshall be promptly returned to Holdco.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/ProspectusEffective Time, Parent shall appoint designate a bank bank, trust company or trust other Third Party entity reasonably acceptable to CPT and Inuvo the Company to act as exchange agent (the “Exchange Agent”) for (i) the payment holders of shares of Company Common Stock to receive the CPT Merger Consideration to which such holders shall become entitled with respect to such holder’s shares of Company Common Stock pursuant to Section 3.1(b) and (ii) the Inuvo Merger Consideration and holders of shares of Company Preferred Stock to receive the shares of Parent Preferred Stock, as applicable, to which such holders shall enter into an agreement (the “Exchange Agent Agreement”) relating become entitled with respect to such holder’s shares of Company Preferred Stock pursuant to Section 3.1(c); provided, however, that if all shares of Company Preferred Stock are redeemed prior to the Exchange Agent’s responsibilities under Effective Time in accordance with the terms thereof, this Agreement, which Exchange Agent Agreement Section 3.2 shall be subject inapplicable to the reasonable approval of CPT and InuvoCompany Preferred Stock. At or prior Prior to the Effective Time, Parent shall deposit, or shall cause Merger Sub to be deposited, deposit with the Exchange Agent: (x) that number of Parent Common Stock certificates in any denominations as the Exchange Agent shall specify, (y) that number of Parent Preferred Stock certificates in any denominations as the Exchange Agent shall specify and (z) the cash in respect of fractional shares, if any, in each case as are issuable or payable pursuant to this Article III in respect of shares of Company Common Stock and Company Preferred Stock for which Certificates or Book Entry Shares have been properly delivered to the Exchange Agent. The deposit made by Merger Sub or the Surviving Company, as the case may be, pursuant to this Section 3.2(a) is hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall cause the Exchange Fund to be held for the benefit of the holders of CPT Company Common Stock and Inuvo Common Stock, Company Preferred Stock to be applied promptly to making the payments provided for exchange in accordance with this Article III through the Exchange Agent (i) evidence of Parent Common Stock Section 3.2(b); provided that any interest earned on any cash in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectively, the “Exchange Fund”). Parent further agrees to provide to the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay any dividends and other distributions pursuant to Section 3.3(c). The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund to shall be for the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2benefit of Merger Sub. Except as contemplated by Section 3.3(c) and Section 3.3(e), the The Exchange Fund shall not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it purpose that is not expressly provided for in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article IIIAgreement.

Exchange Agent. Prior to the mailing of the Joint Prospectus/Proxy Statement/ProspectusStatement (as defined in Section 4.18.), The Bank of New York or such other bank, trust company, or other Person as shall be designated by Parent shall appoint a bank or trust and reasonably acceptable to CPT and Inuvo to the Company shall act as the depositary and exchange agent (the “"Exchange Agent”") for the payment delivery of the CPT Merger Consideration and in exchange for the Inuvo Merger Consideration and shall enter into an agreement Shares (other than Dissenting Shares) in connection with the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and InuvoMerger. At or prior to promptly after the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, the Base Merger Consideration consisting of receipts (1) (including cash in lieu of fractional Shares) in exchange for Shares (other than Dissenting Shares) outstanding immediately prior to the Effective Time upon due surrender of the certificates formerly representing Shares (other than Dissenting Shares) (or affidavits of loss in lieu thereof) pursuant to the provisions of this Article III. To the extent required by Section 3.2.(d), Parent shall deposit, or cause to be deposited, with the Exchange Agent the Holdback Merger Consideration consisting of ADRs representing ADSs, for the benefit of the holders of CPT Common Stock and Inuvo Common StockShares (other than Dissenting Shares). To the extent required by Section 3.3(a), for exchange in accordance with this Article III through Parent shall cause the Exchange Agent (i) evidence portion of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Aventis Pasteur Option Exercise Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of relating to the first Aventis Pasteur Option Payment to be paid in cash sufficient to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectively, the “Exchange Fund”). Parent further agrees to provide to the Exchange Agent, and, with respect to the second Aventis Pasteur Option Payment, Parent shall deposit or cause to be deposited, with the Exchange Agent the portion of the Aventis Pasteur Option Exercise Merger Consideration consisting of ADRs representing ADSs, for the benefit of holders of Shares (other than Dissenting Shares). Such ADRs representing ADSs, together with the amount of any dividends or other distributions payable with respect thereto and any cash in lieu of fractional Shares in accordance with this Agreement plus the cash portion of the Aventis Pasteur Option Exercise Merger Consideration, is hereinafter referred to as the "Exchange Fund." To the extent required, the Exchange Agent will requisition from The Bank of New York, as depositary for the ADSs (the "Depositary"), from time to time time, such number of ADSs as needed, immediately available funds sufficient are issuable in respect of the Shares properly delivered to pay any dividends and other distributions pursuant to Section 3.3(c). The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except as contemplated by Section 3.3(c) and Section 3.3(e), the Exchange Fund shall not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article III.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/ProspectusEffective Time, Parent shall will appoint a commercial bank or trust company reasonably acceptable to CPT and Inuvo the Company to act as exchange and payment agent hereunder for the purpose of receiving elections and exchanging Company Common Shares and Company Warrants for the Merger Consideration as required by this Article III (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo). At or prior to Promptly after the Effective Time, Parent shall will deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of CPT the applicable Company Common Stock Shares, Company Preferred Shares and Inuvo Common StockCompany Warrants, for exchange in accordance with this Article III III, through the Exchange Agent (i) evidence of Agent, New Common Shares and cash as required by this Article III. Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient agrees to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectively, the “Exchange Fund”). Parent further agrees to provide available to the Exchange Agent, from time to time as needed, immediately available funds cash sufficient to pay the cash portion of the Mixed Consideration, the Cash Consideration, the Preferred Share Consideration, and any dividends and other distributions pursuant to Section 3.3(c) and to make payments in lieu of any fractional New Common Shares pursuant to Section 3.3(d), in each case without interest. Any cash as payment for any fractional New Common Shares in accordance with Section 3.3(d), any distributions with respect to New Common Shares in accordance with Section 3.3(c), and New Common Shares and cash for payment of the Merger Consideration deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall promptly will, pursuant to irrevocable instructions from Parent and the Company, deliver the applicable CPT Merger Consideration, and the Preferred Share Consideration contemplated to be paid for Company Common Shares, Company Warrants and Inuvo Merger Consideration from Company Preferred Shares, as applicable, pursuant to this Agreement out of the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2Fund. Except as contemplated by Section Sections 3.3(c) and Section 3.3(e3.3(d), the Exchange Fund shall will not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article III.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/ProspectusEffective Time, Parent shall will appoint a bank or trust an exchange and payment agent hereunder reasonably acceptable to CPT and Inuvo to act the Partnership for the purpose of exchanging Public Common Units for the Merger Consideration as exchange agent required by this Article III (the “Exchange Agent”) for the payment ). As of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to the Effective Time, in consideration of the Cancellation and the issuance to Parent by its wholly owned direct Subsidiary, BP Holdings North America Ltd. (“BPHNAL”), of the BPHNAL Shares in accordance with and pursuant to the Intra-Group Agreement, Parent shall allot and deposit under the Deposit Agreement such number of Parent Ordinary Shares required to represent the Parent ADSs issuable pursuant to Section 3.1(a). Promptly after the Effective Time but on the Closing Date, Parent will deposit, or shall cause to be deposited, with the Exchange Agent for the benefit of the holders of CPT the applicable Public Common Stock and Inuvo Common StockUnits, for exchange in accordance with this Article III III, through the Exchange Agent Agent, American depositary receipts evidencing (i) or evidence of Parent Common Stock ADSs in book-entry or certificate form representing representing) the number of shares of Parent ADSs issuable under this Article III in exchange for Public Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient Units. Parent agrees to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectivelyavailable, the “Exchange Fund”). Parent further agrees or cause to provide be made available, to the Exchange Agent, from time to time as needed, immediately available funds cash sufficient to pay any dividends and or other distributions pursuant to Section 3.3(c), without interest. Any dividends or other distributions with respect to Parent ADSs pursuant to Section 3.3(c) and evidence of Parent ADSs in book-entry form for payment of the Merger Consideration deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.” The Exchange Agent shall promptly will, pursuant to irrevocable instructions from Parent and the Partnership, deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from contemplated to be issued or paid pursuant to this Agreement out of the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2Fund. Except as contemplated by Section 3.3(c3.3(b) and Section 3.3(e3.3(c), the Exchange Fund shall will not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article III.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/ProspectusEffective Time, Parent shall shall, at its sole cost and expense, (i) appoint a bank or trust company, reasonably acceptable to CPT and Inuvo the Company, to act as exchange agent (the “Exchange Agent”) for the payment and delivery of the CPT Merger Consideration and the Inuvo Merger Consideration any amounts payable pursuant to Section 3.02(i) and shall (ii) enter into an exchange agent agreement (the “Exchange Agent Agreement”) relating with the Exchange Agent on terms and conditions that are reasonably acceptable to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT Company and InuvoParent. At or Immediately prior to the Effective Time, Parent shall deposit, deposit (or shall cause to be deposited, ) with the Exchange Agent Agent, for the benefit of the holders of CPT Common Stock and Inuvo Company Common Stock, for exchange payment in accordance with this Article III through the Exchange Agent Agent, (i) evidence of Parent Common Stock issuable pursuant to Section 3.01(c) in book-entry form equal to the aggregate Parent Common Stock portion of the Merger Consideration (assuming no Fractional Share Payout) and (ii) cash constituting an amount equal to the aggregate cash portion of the Merger Consideration, including the Fractional Share Payout, payable pursuant to Section 3.01(c)(i). On the payment date of any dividend or certificate form representing distribution with respect to Parent Common Stock with a record date after the number Effective Time and a payment date prior to the surrender of any applicable unsurrendered Certificates or shares of Company Common Stock held in book-entry form, Parent shall deposit (or cause to be deposited) with the Exchange Agent, for the benefit of the applicable holders of Company Common Stock, for payment in accordance with this Article III through the Exchange Agent, the aggregate dividend or distribution amounts payable pursuant to Section 3.02(i). All such cash, evidence of book-entry shares of Parent Common Stock sufficient Stock, and other amounts payable pursuant to deliver Section 3.02(i) deposited with the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient Exchange Agent is hereinafter referred to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectively, as the “Exchange Fund”). Parent further agrees to provide to the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay any dividends and other distributions pursuant to Section 3.3(c). .” The Exchange Agent shall promptly (and Parent shall cause Exchange Agent to) deliver and make payments of the applicable CPT Merger Consideration to the holders of Company Common Stock in accordance with the terms of this Agreement and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except as contemplated by Section 3.3(c) and Section 3.3(e), the Exchange Fund shall not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article IIIAgent Agreement.

Exchange Agent. Prior No later than five Business Days prior to the mailing of the Joint Proxy Statement/Prospectus, Parent shall appoint a bank or trust an exchange agent reasonably acceptable to CPT and Inuvo to act as exchange agent the Company (the “"Exchange Agent”") as agent for the payment holders of Company Shares in connection with the CPT Company Merger and for the holders of Parent Shares in connection with the Parent Merger, and to receive and hold in trust the Company Merger Consideration to which holders of Company Shares shall become entitled pursuant to Section 2.01(c) and the Inuvo Parent Merger Consideration and to which holders of Parent Shares shall enter into an agreement (the “Exchange Agent Agreement”) relating become entitled pursuant to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and InuvoSection 2.01(e). At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, and made available for issuance with the Exchange Agent for the benefit shares of the holders of CPT Holdco Common Stock and Inuvo an amount in cash in U.S. dollars sufficient to pay the aggregate Company Merger Consideration for the Company Shares converted into the right to receive the Company Merger Consideration pursuant to Section 2.01(c) and the aggregate Parent Merger Consideration for the Parent Shares converted into the right to receive the Parent Merger Consideration pursuant to Section 2.01(e) (such cash and shares of Holdco Common StockStock being hereinafter referred to as the "Exchange Fund"). If for any reason the Exchange Fund is inadequate to pay the aggregate Cash Consideration to which holders of Company Shares shall be entitled under Section 2.01(c), for exchange in accordance Parent shall promptly deposit, or cause to be deposited, additional cash with this Article III through the Exchange Agent (i) evidence of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient to make all payments of the Inuvo aggregate Cash Merger Consideration Consideration, and Fractional Share Cash Amount payments Parent and the Surviving Company shall in accordance with Sections 3.2(a) and 3.2(b) (collectively, the “Exchange Fund”)any event be liable for payment thereof. Parent further agrees to provide shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, immediately available funds cash sufficient to pay any dividends and other distributions pursuant to cash in lieu of fractional shares in accordance with Section 3.3(c2.04(l). The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except as contemplated by Section 3.3(c) and Section 3.3(e), the Exchange Fund shall not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article III.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/ProspectusEffective Time, Parent shall appoint designate a bank or trust company, reasonably acceptable to CPT and Inuvo to act as exchange agent the Company (the “Exchange Agent”) for the payment purpose of exchanging shares of Company Common Stock for the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (reasonably acceptable to the “Company with the Exchange Agent Agreement”) relating to the services to be performed by the Exchange Agent’s responsibilities under this Agreement. Parent shall deposit, which or cause to be deposited, the aggregate Merger Consideration required to be paid at Closing with the Exchange Agent Agreement shall be subject prior to or promptly following the Effective Time. The Merger Consideration so deposited with the Exchange Agent shall, pending its disbursement to the reasonable approval of CPT and Inuvo. At or holders, immediately prior to the Effective Time, of Company Common Stock, be invested by the Exchange Agent as directed by Parent; provided, however, that no such investment income or gain or loss thereon shall affect the amounts payable to holders of shares of Company Common Stock. Any interest and other income from such investments shall become part of the funds held by the Exchange Agent for purposes of paying the Merger Consideration, subject to Section 3.2(e). No investment by the Exchange Agent of the Merger Consideration shall relieve Parent, the Surviving Corporation or the Exchange Agent from making the payments required by this Article III and Parent shall deposit, or shall cause to be deposited, promptly replace any funds deposited with the Exchange Agent for the benefit of the holders of CPT Common Stock and Inuvo Common Stock, for exchange in accordance with lost through any investment made pursuant to this Article III through Section 3.2(a). No investment by the Exchange Agent (i) evidence of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient shall have maturities that could reasonably be expected to make prevent or materially delay payments to be made pursuant to this Agreement. Following the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectivelyEffective Time, the “Exchange Fund”). Parent further agrees to provide reasonably promptly make available to the Exchange Agent, from time to time as needed, immediately available funds sufficient any additional cash to pay any dividends and other distributions pursuant the Merger Consideration, to Section 3.3(c)the extent required by this Article III. The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2. Except as contemplated by Section 3.3(c) and Section 3.3(e), the Exchange Fund shall not be used for any other purpose. Parent Surviving Corporation shall pay all charges and expenses, including those expenses of the Exchange Agent, incurred by it Agent in connection with (i) the exchange of CPT Company Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article III.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/Prospectus, Parent shall appoint a bank or trust reasonably acceptable to CPT and Inuvo to act as exchange agent (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to the Effective Time, Parent shall deposit, deposit or shall cause to be depositeddeposited in an account (the “Exchange Fund”) established by a bank or trust company designated by the Company and reasonably acceptable to Parent (the “Exchange Agent”), with the Exchange Agent for the benefit of the holders of CPT Common Stock and Inuvo Common Stock, for exchange in accordance with this Article III through the Exchange Agent (i) sufficient funds for the payment of the aggregate Cash Consideration, and (ii) evidence of shares of Parent Common Stock in book-entry or certificate form representing the number aggregate Stock Consideration, for the benefit of the holders of shares of Parent Company Common Stock sufficient as of immediately prior to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient to make the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments Effective Time, in each case for exchange in accordance with Sections 3.2(a) and 3.2(b) (collectivelythis Article II, through the “Exchange Fund”)Agent. Parent further agrees to provide shall also make available to the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay the Cash Consideration for Fractional Shares in lieu of any dividends and other distributions fractional shares of Parent Common Stock pursuant to Section 3.3(c2.02(d) (No Fractional Shares of Parent Common Stock). The In the event the Exchange Fund shall be insufficient to make any payments of Cash Consideration pursuant to Section 2.01(b) or Cash Consideration for Fractional Shares contemplated by Section 2.02(d), Parent shall promptly deposit, or cause to be deposited, additional funds with the Exchange Agent in an amount sufficient to make such payments. Funds made available to the Exchange Agent shall be invested by the Exchange Agent, as directed by Parent, in direct short-term obligations of, or direct short-term obligations fully guaranteed as to principal and interest by, the United States of America with maturities of no more than 30 days, pending payment thereof by the Exchange Agent to the holders of shares of Company Common Stock pursuant to Section 2.02(d); provided, however, that no investment of such deposited funds shall relieve Parent, the Surviving Corporation, or the Exchange Agent from promptly deliver making the applicable CPT Merger payments required by Section 2.02(d), and following any losses from any such investment, Parent shall promptly provide additional funds to the Exchange Agent in the amount of such losses, which additional funds will be held and disbursed in the same manner as funds initially deposited with the Exchange Agent for payment of the Cash Consideration and Inuvo Merger Cash Consideration for Fractional Shares to the holders of Company Common Stock and/or Company Options entitled thereto. Parent shall direct the Exchange Agent to hold the Exchange Fund for the benefit of such holders of Company Common Stock and/or Company Options, and to make payments from the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to in accordance with this Section 3.1 and Section 3.22.02. Except as contemplated by Section 3.3(c) and Section 3.3(e), the The Exchange Fund shall not be used for any purpose other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by than to fund payments pursuant to this Article IIIII.

Exchange Agent. Prior to the mailing of the Joint Proxy Statement/ProspectusEffective Time, Parent WNR shall appoint a commercial bank or trust company reasonably acceptable to CPT and Inuvo NTI to act as exchange agent hereunder for the purpose of exchanging NTI Common Units for shares of New Common Stock and cash as required by this Article III (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo). At or prior to the Effective Time, Parent shall deposit, or WNR shall cause MergerCo to be deposited, deposit with the Exchange Agent for the benefit of the holders of CPT the applicable NTI Common Stock and Inuvo Common StockUnits, for exchange in accordance with this Article III III, through the Exchange Agent (i) evidence Agent, shares of Parent New Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration and (ii) an amount of cash sufficient representing the aggregate cash consideration payable pursuant to make Section 3.1. At the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments Effective Time, NTI shall deposit with the Exchange Agent for the benefit of the holders of the applicable NTI Common Units, for payment in accordance with Sections 3.2(a) and this Article III, through the Exchange Agent, an amount of cash representing the aggregate cash payable pursuant to Section 3.2(b) (collectively, the “Exchange Fund”). Parent further WNR agrees to provide make available to the Exchange Agent, from time to time as needed, immediately available funds cash sufficient to pay make payments for the cash consideration pursuant to Section 3.1, any dividends and other distributions pursuant to Section 3.3(c) and payments in lieu of any fractional shares of New Common Stock pursuant to Section 3.3(e), in each case without interest. NTI agrees to make available to the Exchange Agent, from time to time as and if needed, cash sufficient to make payments for the Prorated Quarterly Distribution. Any cash (including as payment with respect to the Prorated Quarterly Distribution pursuant to Section 3.2(b), for any fractional shares of New Common Stock in accordance with Section 3.3(e) and any dividends with respect to such fractional shares of New Common Stock in accordance with Section 3.3(c)) and shares of New Common Stock deposited with the Exchange Agent shall hereinafter be referred to as the “Exchange Fund.” The Exchange Agent shall promptly shall, pursuant to irrevocable instructions, deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from contemplated to be paid for NTI Common Units pursuant to this Agreement and, if applicable, the Prorated Quarterly Distribution payable to holders of NTI Common Units out of the Exchange Fund to the former CPT and Inuvo stockholders who are entitled thereto pursuant to Section 3.1 and Section 3.2Fund. Except as contemplated by Sections Section 3.2(b), 3.3(c) and Section 3.3(e), the Exchange Fund shall not be used for any other purpose. Parent shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with (i) the exchange of CPT Common Stock for the CPT Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article III.

Exchange Agent. Prior to Until the mailing six (6) month anniversary of the Joint Proxy Statement/Prospectus, Parent shall appoint a bank or trust reasonably acceptable to CPT and Inuvo to act as exchange agent (the “Exchange Agent”) for the payment of the CPT Merger Consideration and the Inuvo Merger Consideration and shall enter into an agreement (the “Exchange Agent Agreement”) relating to the Exchange Agent’s responsibilities under this Agreement, which Exchange Agent Agreement shall be subject to the reasonable approval of CPT and Inuvo. At or prior to the Effective Time, Parent NHTB shall deposit, make available on a timely basis or shall cause to be deposited, with made available to the Exchange Agent for the benefit of the holders of CPT Common Stock and Inuvo Common Stock, for exchange following: (i) cash in accordance with this Article III through an amount sufficient to allow the Exchange Agent (i) evidence of Parent Common Stock in book-entry or certificate form representing the number of shares of Parent Common Stock sufficient to deliver the applicable CPT Merger Consideration and Inuvo Stock Merger Consideration make all payments that may be required pursuant to this Article III, and (ii) an amount certificates, or at NHTB’s option, evidence of cash sufficient to make shares in book entry form, representing the Inuvo Cash Merger Consideration and Fractional Share Cash Amount payments in accordance with Sections 3.2(a) and 3.2(b) (collectivelyshares of NHTB Stock, the “Exchange Fund”). Parent further agrees to provide to the Exchange Agent, from time to time as needed, immediately available funds sufficient to pay any dividends and other distributions the aggregate Stock Consideration required pursuant to Section 3.3(c). The Exchange Agent shall promptly deliver the applicable CPT Merger Consideration and Inuvo Merger Consideration from the Exchange Fund this Article III, each to be given to the former CPT and Inuvo stockholders who are entitled thereto holders of FBFC Stock in exchange for Certificates pursuant to Section 3.1 and Section 3.2this Article III. Except as contemplated by Section 3.3(cUpon such six (6) and Section 3.3(e)month anniversary, any such cash or certificates remaining in the Exchange Fund shall not be used for any other purpose. Parent shall pay all charges and expenses, including those possession of the Exchange Agent, incurred by it together with any earnings in connection with (i) respect thereof, shall be delivered to NHTB. Any holder of Certificates who has not theretofore exchanged his or her Certificates for the Merger Consideration pursuant to this Article III shall thereafter be entitled to look exclusively to NHTB, and only as a general creditor thereof, for the Merger Consideration to which he or she may be entitled upon exchange of CPT Common such Certificates pursuant to this Article III. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of NHTB (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the parties hereto shall be liable to any holder of FBFC Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. NHTB and the CPT Exchange Agent shall be entitled to rely upon the stock transfer books of FBFC to establish the identity of those Persons entitled to receive the Merger Consideration, (ii) the exchange of Inuvo Common Stock for the Inuvo Merger Consideration, and (iii) other amounts contemplated by this Article IIIwhich books shall be conclusive with respect thereto.