INUVO, INC. UNDERWRITING AGREEMENT 13,750,000 Shares of Common Stock1Underwriting Agreement • July 11th, 2019 • Inuvo, Inc. • Services-advertising • New York
Inuvo, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 13,750,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to an additional 2,062,500 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Company and the Underwriter hereby confirms their agreement as follows:
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • May 25th, 2023 • Inuvo, Inc. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 25, 2023, and is between Inuvo, Inc., a corporation incorporated under the laws of the state of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INUVO, INC. COMMON STOCK SALES AGREEMENTSales Agreement • May 28th, 2021 • Inuvo, Inc. • Services-advertising • New York
Inuvo, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners, as follows:
20,000,000 Shares Inuvo, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2020 • Inuvo, Inc. • Services-advertising • New York
Inuvo, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 20,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 1,500,000 shares (the “Company Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Company Option Shares are collectively called the “Shares.”
OFFICE LEASEOffice Lease • August 8th, 2017 • Inuvo, Inc. • Services-advertising • California
THIS OFFICE LEASE (this “Lease”) is made between KBSIII ALMADEN FINANCIAL PLAZA, LLC, a Delaware limited liability company (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
RIGHTS AGREEMENT by and between THINK PARTNERSHIP INC. d/b/a KOWABUNGA! INC. and COLONIAL STOCK TRANSFER COMPANY, INC. as Rights Agent Dated as of February 14, 2008Rights Agreement • February 19th, 2008 • Think Partnership Inc • Services-advertising • Delaware
If a person or group acquires, or obtains the right to acquire, 15% or more of the outstanding Common Stock of the Company, or in the case of an Adverse Person, 12% or more of the outstanding Common Stock of the Company (and thereby becomes an Acquiring Person), each holder of a Right (except those held by the Acquiring Person and its Affiliates and Associates) will have the right to purchase, upon exercise, Preferred Stock of the Company having a value equal to two times the exercise price of the Right.
Inuvo, Inc.Inuvo, Inc. • May 25th, 2023 • Services-advertising • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2006 • Think Partnership Inc • Services-computer programming, data processing, etc. • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 20, 2006, by and among Think Partnership Inc. (formerly known as CGI Holding Corporation), a Nevada corporation, with headquarters located at 5 Revere Drive, Suite 510, Northbrook, Illinois 60052 (the ”Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
SUPPORT AGREEMENTSupport Agreement • November 5th, 2018 • Inuvo, Inc. • Services-advertising • Nevada
THIS SUPPORT AGREEMENT (this “Agreement”), dated as of November 2, 2018, is entered into by and among ConversionPoint Technologies, Inc., a Delaware corporation (“CPT”), ConversionPoint Holdings, Inc., a Delaware corporation (“Parent”), a wholly-owned Subsidiary of CPT, CPT Merger Sub, a Delaware corporation and a wholly-owned Subsidiary of Parent (“CPT Merger Sub”), CPT Cigar Merger Sub, Inc., a Nevada corporation and a wholly-owned Subsidiary of Parent (“Inuvo Merger Sub”), Inuvo, Inc., a Nevada corporation (“Inuvo”), and Gordon J. Cameron (the “Stockholder”). Each of Parent, CPT, CPT Merger Sub, Inuvo Merger Sub and Inuvo is a “Party” and together, the “Parties.” Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 7th, 2017 • Inuvo, Inc. • Services-advertising • Nevada
This Asset Purchase Agreement (this “Agreement”), dated as of February 6, 2017, is entered into between NetSeer, Inc., a Delaware corporation (the “Seller”), Inuvo, Inc., a Nevada corporation (the “Buyer”) and NetSeer Acquisition, Inc., a Nevada corporation and wholly-owned subsidiary of the Buyer (the “Acquisition Subsidiary”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2018 • Inuvo, Inc. • Services-advertising • Nevada
INDEMNIFICATION AGREEMENT, effective as of November 2, 2018, between Inuvo, Inc., a Nevada corporation (the “Company”), and [DIRECTOR] (the “Indemnitee”).
INUVO, INC. EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2012 • Inuvo, Inc. • Services-advertising • New York
THIS EXECUTIVE EMPLOYMENT AGREEMENT is made this 1st day of March, 2012, (this “Agreement”) between Inuvo, Inc. (“Inuvo” or the “Company”), a Delaware corporation, and Peter Corrao (“Executive”).
AGREEMENT AND PLAN OF MERGER by and among CONVERSIONPOINT HOLDINGS, INC., CONVERSIONPOINT TECHNOLOGIES, INC., CPT MERGER SUB, INC., INUVO, INC., and CPT CIGAR MERGER SUB, INC. Dated as of November 2, 2018Support Agreement • November 5th, 2018 • Inuvo, Inc. • Services-advertising • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 2, 2018 (the “Execution Date”), by and among CONVERSIONPOINT TECHNOLOGIES, INC., a Delaware corporation (“CPT”), CONVERSIONPOINT HOLDINGS, INC., a Delaware corporation and a direct wholly-owned Subsidiary of CPT (“Parent”), CPT MERGER SUB, INC., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“CPT Merger Sub”), INUVO, INC., a Nevada corporation (“Inuvo”), and CPT CIGAR MERGER SUB, INC., a Nevada corporation and a direct wholly-owned subsidiary of Parent (“Inuvo Merger Sub”). Each of Parent, CPT, CPT Merger Sub, Inuvo and Inuvo Merger Sub is a “Party” and together, the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2006 • Think Partnership Inc • Services-computer programming, data processing, etc. • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 20, 2006, by and among Think Partnership Inc., (formerly known as CGI Holding Corporation), a Nevada corporation, with headquarters located at 5 Revere Drive, Suite 510, Northbrook, Illinois 60062 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 5th, 2019 • Inuvo, Inc. • Services-advertising • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2019, by and between Inuvo, Inc., a Nevada corporation (the “Company”), and the lender party that executes the signature page hereto as a purchaser (the “Purchaser”).
Third Amendment to LeaseThird Amendment to Lease • March 29th, 2012 • Inuvo, Inc. • Services-advertising
This Third Amendment to Lease is made and entered into this 18 day of December, 2009, by and between Mick Vorbeck (referred to herein as the “Landlord”), and Vertro, Inc., a Delaware corporation, as successor to FindWhat.com Corporation, a Nevada corporation (referred to herein as the “Tenant”).
LEASE MODIFICATION AND EXTENSION AGREEMENTLease Modification and Extension Agreement • March 29th, 2012 • Inuvo, Inc. • Services-advertising
THIS LEASE MODIFICATION AND EXTENSION AGREEMENT, made as of the 1st day of January, 2006, between THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY CHURCH IN THE CITY OF NEW-YORK, a religious corporation in the State of New York, having its office and address at 74 Trinity Place in the Borough of Manhattan, City, State and County of New York (hereinafter referred to as the “Landlord”) and MIVA DIRECT, INC., a Delaware corporation, (successor by merger to Comet Systems, Inc.) having an address at 143 Varick Street , New York, New York 10013 (hereinafter referred to as the “Tenant”),
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 5th, 2018 • Inuvo, Inc. • Services-advertising • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made by and among Inuvo, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, a “Purchaser,” and collectively, the “Purchasers”) effective as of the date this Agreement is executed by the Company.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • March 30th, 2011 • Inuvo, Inc. • Services-advertising
This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of February 15, 2011, (the "Agreement") between BRIDGE BANK, NATIONAL ASSOCIATION ("Lender") and Inuvo, Inc., a Nevada corporation, ("Grantor") is made with reference to the Business Financing Agreement, dated as of the date hereof (as amended from time to time, the "Financing Agreement'), between Lender and Grantor. Terms defined in the Financing Agreement have the same meaning when used in this Agreement.
EIGHTH BUSINESS FINANCING MODIFICATION AGREEMENTEighth Business Financing Modification Agreement • May 5th, 2017 • Inuvo, Inc. • Services-advertising
This Eighth Business Financing Modification Agreement (the “Amendment”) is entered into as of March __, 2017 by and between WESTERN ALLIANCE BANK, an Arizona corporation (“Lender”) INUVO, INC., a Nevada corporation (“Parent”), BABYTOBEE, LLC, a New York limited liability company (“Babytobee”), KOWABUNGA MARKETING, INC., a Michigan corporation (“Kowabunga”), VERTRO, INC., a Delaware corporation (“Vertro”), ALOT, INC., a Delaware corporation (“A LOT”), and NETSEER, INC., a Nevada corporation formerly known as NETSEER ACQUISITION, INC. (“NetSeer” and together with Parent, Babytobee, Kowabunga Vertro and A LOT, each a “Borrower” and collectively, “Borrowers”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2006 • Think Partnership Inc • Services-computer programming, data processing, etc. • Florida
THIS AGREEMENT (“Agreement”) is made and entered into this 3rd day of August, 2006, by and between Scott P. Mitchell (the “Executive”) and Think Partnership Inc., a Nevada corporation (the “Company”).
Amended and Restated Google Services AgreementGoogle Services Agreement • March 29th, 2012 • Inuvo, Inc. • Services-advertising • California
This Amended and Restated Google Services Agreement (“GSA”) is entered into by and between Google Inc. (“Google”) and Miva, Inc., a corporation formed under the laws of Delaware (“Customer”). This GSA shall be effective as of January 1, 2009 (“GSA Effective Date”) and hereby amends and restates the Google Services Agreement between Google and Customer dated December 27, 2006. Each Order Form (as defined below) shall be governed by this GSA and shall become effective on January 1, 2009 (“Order Form Effective Date”). This GSA and the corresponding individual Order Form into which this GSA is incorporated together constitute the “Agreement”.
SUBLEASE AGREEMENTSublease Agreement • March 29th, 2012 • Inuvo, Inc. • Services-advertising
This Sublease Agreement (this "Sublease") is executed this 31st day of March, 2010, by and between Vertro, Inc., a Delaware corporation ("Sublandlord") and MIVA AK, Inc., a Delaware corporation ("Subtenant").
NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Exercise Agreement • March 29th, 2012 • Inuvo, Inc. • Services-advertising
THIS WARRANT IS REISSUED ON NOVEMBER 22, 2011 TO REFLECT A REDUCTION IN THE EXERCISE PRICE OF THE WARRANT FROM $2.20 PER SHARE TO $1.50 PER SHARE. THIS WARRANT REPLACES IN ITS ENTIRETY THE PRIOR WARRANT REFLECTING THE $2.20 PER SHARE EXERCISE PRICE (THE “ORIGINAL WARRANT”), WHICH SUCH ORIGINAL WARRANT IS NULL AND VOD.
ORIGINAL ISSUE DISCOUNT UNSECURED SUBORDINATED CONVERTIBLE NOTE DUE SEPTEMBER 1, 2020Inuvo, Inc. • March 5th, 2019 • Services-advertising • New York
THIS ORIGINAL ISSUE DISCOUNT SUBORDINATED CONVERTIBLE NOTE is one of a series of duly authorized and validly issued Original Issue Discount Subordinated Convertible Notes (the “Note”) by Inuvo, Inc., a Nevada corporation (the “Company”) (this note, the “Note” and, collectively with the other notes of such series, the “Notes”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 22nd, 2011 • Inuvo, Inc. • Services-advertising • Florida
This offering (the “Offering”) to the Purchasers of (i) up to 1,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an Offering price of $2.00 per Share (the “Per Share Purchase Price”) and (ii) five year common stock purchase warrants (the “Warrants”) in the form attached hereto as Exhibit A exercisable into an aggregate of 750,000 shares of Common Stock (the “Warrant Shares”) at an exercise price (the “Exercise Price”) of $2.20 per share on a “best efforts” basis is being made pursuant to (a) an effective registration statement on Form S-3, File No. 333-172571 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) including the prospectus contained therein (the “Base Prospectus”) which became effective as of April 4, 2011 (the “Effective Date”), and such amendments and supplements thereto as may have been required to the date of this Agreement, and (b) a prospectus
FORM OF WARRANT INUVO, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [______] Number of Shares of Common Stock: [________] Date of Issuance: June __, 2011 (“Issuance Date”)Inuvo, Inc. • June 22nd, 2011 • Services-advertising • Florida
Inuvo, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth in this Warrant to Purchase Common Stock (this “Warrant”), to purchase from the Company, at the Exercise Price (as defined below) then in effect at any time or times on or after the date hereof, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below) (the “Exercise Period”), [______________ (_____)] fully paid non-assessable shares of Common Stock (as defined below), as adjusted pursuant to the terms hereof (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 19. This Warrant is one of the Warrants to purchase Common Stock (the “SPA Warrants”) issued pursuant to that certain Subscript
Exhibit 2 1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made this 30th day of June 1997, by and among Gemstar Enterprises, Inc., a Nevada corporation ("GEI"); Safe Environment Corp., a Illinois...Agreement and Plan of Reorganization • August 15th, 1997 • Gemstar Enterprises Inc • Services-commercial physical & biological research • Nevada
SPECIMEN THINK PARTNERSHIP INC. d/b/a KOWABUNGA! RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 1st, 2008 • Think Partnership Inc • Services-advertising • Florida
THIS RESTRICTED STOCK AGREEMENT, dated as of the latest date entered in the signature blocks hereof (the “Effective Date”), by and between THINK PARTNERSHIP INC. d/b/a KOWABUNGA!, a Nevada corporation (“Company”), and [NAME OF EMPLOEE] (the “Employee”), is entered into as follows:
AgreementAgreement • December 6th, 2005 • Cgi Holding Corp • Services-computer programming, data processing, etc. • Illinois
This Agreement (this “Agreement”) made and entered into this 2nd day of December, 2005, by and among CGI Holding Corporation, d/b/a Think Partnership Inc., a Nevada corporation having its principal place of business in the State of Illinois (“THK”), Vintacom Acquisition Company, ULC, an Alberta Unlimited Liability Corporation an indirect, wholly owned subsidiary of THK (“Vintacom Acquisition”), Vintacom Holdings Inc., an Alberta Business Corporation (“Vintacom”) the individuals set forth on the signature page hereof (individually a “Shareholder” and collectively the “Shareholders”) and Brad Hogg, as Agent. THK, Vintacom Acquisition, Vintacom, the Shareholders and the Agent are sometimes referred to herein each, individually, as a “Party” and, collectively, as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2006 • Think Partnership Inc • Services-computer programming, data processing, etc. • Illinois
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2006, by and among Think Partnership Inc., a Nevada corporation (the “Company”), the selling stockholders identified in the signature pages hereto (each, a “Selling Stockholder” and collectively, the “Selling Stockholders”) and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 10th, 2006 • Think Partnership Inc • Services-computer programming, data processing, etc. • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 20, 2006, by and among Think Partnership Inc., (formerly known as CGI Holding Corporation), a Nevada corporation, with headquarters located at 5 Revere Drive, Suite 510, Northbrook, Illinois 60062 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
EXTENSION AMENDMENT TO GOOGLE SERVICES AGREEMENTGoogle Services Agreement • March 28th, 2023 • Inuvo, Inc. • Services-advertising
This Extension Amendment to the Google Services Agreement (“Amendment”), effective as of the first day following the current expiration date of the Agreement (as defined below) (“Amendment Effective Date”), is between Vertro, Inc. (“Company”) and Google LLC (“Google”) and amends the existing Google Services Agreement between Company and Google (the “Agreement”). Capitalized terms not defined in this Amendment have the meanings given to those terms in the Agreement. The parties agree as follows:
LEASE TERMINATION AGREEMENTLease Termination Agreement • March 13th, 2013 • Inuvo, Inc. • Services-advertising • Florida
This Lease Termination Agreement (the "Agreement") is made and entered into as of this 25th day of January, 2013 by and between CAPITAL GROWTH OF CLEARWATER, LLC, a Florida limited liability company ("Landlord") and INUVO, INC., a Nevada corporation ("Tenant").
BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • March 30th, 2011 • Inuvo, Inc. • Services-advertising • California
This BUSINESS FINANCING AGREEMENT, dated as of February __, 2011, is made and entered into between BRIDGE BANK, NATIONAL ASSOCIATION (“Lender”) and INUVO, INC., a Nevada corporation (“Borrower”) on the following terms and conditions:
