Common use of Registration Statement on Form S-8 Clause in Contracts

Registration Statement on Form S-8. Parent shall, as soon as practicable following the Effective Time, file a registration statement on Form S-8 with the SEC relating to the shares of Parent Common Stock issuable with respect to assumed CPT Stock Options, Inuvo Options, CPT RSUs and Inuvo RSUs eligible for registration on Form S-8; provided, however, that (i) assumed CPT Stock Options held by non-employees of CPT and non-employees of Inuvo (the “Non-Employee Options”) shall not be registered by Parent on Form S-8 and (ii) the Non-Employee Options may only be exercised following the Closing upon delivery to Parent of an opinion of counsel, in such form to be reasonably acceptable to Parent, that the exercise does not violate federal or state Law.