0000829323-17-000006 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset 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”).

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ESCROW AGREEMENT
Escrow Agreement • February 7th, 2017 • Inuvo, Inc. • Services-advertising • Nevada

ESCROW AGREEMENT, dated as of February 6, 2017 (the “Agreement”), by and among Inuvo, Inc., a Nevada corporation (the “Company”), NetSeer Acquisition, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (the "Buyer"), NetSeer, Inc., a Delaware corporation (the “Seller”) and Pearlman Law Group, LLP, as escrow agent (the “Escrow Agent”). Capitalized terms used but not defined herein have the meaning afforded to them in the Purchase Agreement (defined below).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 7th, 2017 • Inuvo, Inc. • Services-advertising • Nevada

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 6, 2017 (the “Effective Date”), by and between Inuvo, Inc., a Nevada corporation (the “Company”), and NetSeer, Inc., a Delaware corporation (the “Seller”). Capitalized terms used by not defined herein have the meaning set forth in the Purchase Agreement (defined below).

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