AMENDMENT NO. 1The Rights Agreement • October 17th, 2011 • Inuvo, Inc. • Services-advertising
This Amendment No. 1 dated as of August 31, 2011 to the Rights Agreement dated February 14, 2008 (the “Rights Agreement”) is by and among Inuvo, Inc., a Nevada corporation formerly known as Kowabunga! Inc., formerly known as Think Partnership Inc. (the “Company”) and Colonial Stock Transfer Company, Inc., a Utah corporation (the “Rights Agent”)
AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • October 17th, 2011 • Inuvo, Inc. • Services-advertising • Nevada
PAGE Article I THE MERGER Section 1.1 The Merger 12 Section 1.2 Closing 12 Section 1.3 Effective Time 12 Section 1.4 Effects of the Merger 12 Section 1.5 Certificate of Incorporation and Bylaws of the Surviving Corporation 12 Section 1.6 Directors 13 Section 1.7 Officers 13 Section 1.8 Subsequent Actions 13 Section 1.9 Directors and Executive Officers of Parent 13 Article II TREATMENT OF SHARES Section 2.1 Effect on Stock 14 Section 2.2 Exchange of Shares 15 Section 2.3 Fractional Shares 17 Section 2.4 Stock Options and Other Stock-Based Awards 18
