Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Each of Inuvo and CPT shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Parties.

Access to Information; Confidentiality. (a) Each The Company shall, and shall cause its Subsidiaries and the Representatives of Inuvo the Company and CPT shall its Subsidiaries to, afford to each otherParent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors, advisors and other representativesRepresentatives, reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, hours during the period from prior to the Execution Date through earlier of the Effective Time or and the termination of this AgreementAgreement to all of its and its Subsidiaries’ Representatives, to its properties, offices and other facilities, books and recordsrecords and all other financial, contractsoperating and other data and information as Parent may reasonably request, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiariesand, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available furnish, as promptly as practicable, to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) Parent all other information concerning its and its Subsidiaries’ business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access neither the Company nor any of its Subsidiaries shall be required to any documents or disclose information to that would result in (i) the extent that access to such documents or information would risk waiver loss of any attorney-client privilege, work product doctrine or other applicable privilege applicable with respect to such documents information or information(ii) result in a breach of a binding agreement to which the Company or any of its Subsidiaries entered into prior to the date of this Agreement. The relevant parties shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which restrictions of the preceding sentence apply. Except as otherwise required for disclosures expressly permitted by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the terms of the confidentiality letter agreement, dated May 17as of October 3, 20182008, by between Parent and between Inuvo and CPT the Company (as it may be amended from time to time, the “Confidentiality Agreement”) ), Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02 or information provided, made available or delivered to Parent pursuant to this Section 6.02 or otherwise shall affect any other similar agreement among representations or warranties of the PartiesCompany or conditions or rights of Parent or Merger Sub contained in this Agreement.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT The Company shall afford to each otherParent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors, advisors and other representativesRepresentatives, reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, hours during the period from prior to the Execution Date through earlier of the Effective Time or and the termination of this Agreement, Agreement to all of its and its Subsidiaries’ properties, books and records, contracts, commitments records and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct those employees of the business of the Parties or their respective SubsidiariesCompany to whom Parent reasonably requests access, as the case may beand, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available furnish, as promptly as practicable, to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) Parent all other information concerning its and its Subsidiaries’ business, properties, assets properties and personnel as the other Parent may reasonably requestrequest (including the right to conduct Phase I Environmental Site Assessments, it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to conduct any environmental testing or sampling). Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit neither the Company nor any of its Subsidiaries shall be required to provide access to any documents or disclose information to where the extent Company reasonably determines that such access to such documents or information disclosure would risk waiver of any jeopardize the attorney-client privilege, work product doctrine privilege of the Company or other applicable privilege applicable any of its Subsidiaries or contravene any Law or any Contract to such documents which the Company or informationany of its Subsidiaries is subject. The parties shall make appropriate substitute disclosure arrangements in circumstances where the previous sentence applies. Except for disclosures expressly permitted by the terms of that certain confidentiality letter agreement dated as otherwise required by applicable Lawof February 3, all information obtained by Inuvo 2010, between Parent and CPTthe Company (as it may be amended from time to time, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) ), Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company or any other similar agreement among its Representatives, directly or indirectly, in confidence in accordance with the PartiesConfidentiality Agreement.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject Subject to applicable Laws regarding the sharing of such information), during normal business hoursLaw, and upon reasonable prior written notice, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to its Representatives reasonable access during normal business hours during the period from the Execution Date through prior to the Effective Time or the termination to all of this Agreement, to its their properties, offices, personnel and books and recordsrecords and, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT the Company shall, and Inuvo shall cause each of the Company Subsidiaries to, furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each reportParent all financial, schedule, registration statement operating and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; data and (ii) all other information concerning its business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding ; provided, however, that any such access shall not interfere unreasonably with the foregoing, Inuvo and CPT may restrict business or operations of the Company or the Company Subsidiaries or otherwise prohibit access result in any unreasonable interference with the prompt and timely discharge by such employees of their normal duties. If any of the information or material furnished pursuant to any documents this Section 6.02 includes materials or information subject to the extent attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that access the parties have a commonality of interest with respect to such documents matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information would risk waiver is not intended to, and shall not, waive or diminish in any way the confidentiality of any such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege applicable shall remain entitled to such documents or information. Except as otherwise required by applicable Lawprotection under these privileges, all information obtained by Inuvo and CPTthis Agreement, and their respective Subsidiaries, under the joint defense doctrine. All information exchanged pursuant to this Section 6.3(a) 6.02 shall be kept confidential in accordance with subject to the confidentiality non-disclosure agreement, dated May 17as of October 31, 20182012, by between the Company and between Inuvo and CPT Parent (the “Confidentiality Agreement”) ). No investigation pursuant to this Section 6.02 or information provided or received by any other similar agreement among party hereto pursuant to this Agreement will affect any of the Partiesrepresentations or warranties of the parties hereto contained in this Agreement.

Access to Information; Confidentiality. (a) Each From the date of Inuvo this Agreement until the Effective Time and CPT subject to Applicable Law, the Company shall, and shall afford cause its Subsidiaries to, upon reasonable notice and request, (i) give to each other’s officersParent, employees, accountants, its counsel, financial advisors, auditors, Financing Sources and other representatives, authorized representatives reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, hours to its offices, properties, books and records, including, but not limited to, for purposes of continuing their due diligence of the Company and without limitation for matters relating to export controls and government contracts, commitments (ii) furnish to Parent and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, its counsel such financial and operating data and other information as the case such Persons may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT reasonably request and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; laws and (iiiii) all instruct its employees, counsel, financial advisors, auditors and other information concerning authorized representatives to cooperate with Parent in its business, properties, assets and personnel as the other may reasonably requestinvestigation. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, Any investigation pursuant to this Section 6.3(a) shall be kept confidential conducted in accordance such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing contained in this Section shall, prior to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to third parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent for access or information pursuant to this Section in a manner that does not result in such a waiver or violation. All information furnished pursuant to this Section shall be subject to the confidentiality agreement, dated May 17as of November 22, 20182010, by between Parent and between Inuvo and CPT the Company (the “Confidentiality Agreement”) or any other similar agreement among the Parties).

Access to Information; Confidentiality. The Company and Sellers shall (ai) Each of Inuvo and CPT shall afford to each otherPurchaser and its representatives full access, during normal business hours and upon reasonable notice, to all of the Company’s properties and facilities (including all real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company or its independent public accountants, internal audit reports, and “Management Letters” from such accountants with respect to the Company’s systems of internal control, if any), Contracts and records of the Company and, (ii) during such period between the execution hereof and the Closing, to promptly furnish to Purchaser and its representatives such information concerning the businesses (including information relating to supplier, vendor, customer, product pricing, advertising/media planning), properties and personnel of the Company as Purchaser and its representatives shall reasonably request. From the date hereof, the Company shall generally keep Purchaser and its representatives informed as to all material matters involving the operations and businesses of the Company. The Company shall cause its officers, employees, consultants, agents, accountants, counsel, financial advisors, attorneys and other representatives, reasonable access (subject representatives to applicable Laws regarding the sharing of supply to Purchaser’s and its representatives such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time information as shall have been reasonably requested. No information provided to or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo Purchaser and CPT, and their respective Subsidiaries, its representatives pursuant to this Section 6.3(a) 6.1 shall be kept limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Article VIII), or the representations or warranties of, or the conditions to the obligations of, the Parties hereto. Each Party shall keep confidential in accordance with the confidentiality agreementterms and conditions of this Agreement and other confidential commercial information disclosed by another Party hereto (collectively, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality AgreementConfidential Information”) or any other similar agreement among the Parties).

Access to Information; Confidentiality. (a) Each of Inuvo and CPT shall afford From the date hereof to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best efforts to cause its subsidiaries, officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of Parent reasonable access, consistent with applicable law, at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each reportParent with all financial, schedule, registration statement operating and other document filed data and information as Parent, through its officers, employees or received by it during such period pursuant authorized representatives, may from time to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may time reasonably requestrequest in writing. Notwithstanding the foregoing, Inuvo and CPT may restrict any such investigation or otherwise prohibit consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries. Neither the Company nor any of its subsidiaries shall be required to provide access to any documents or to disclose information to where such access or disclosure would violate or prejudice the extent that access to such documents or information would risk waiver rights of any its clients, jeopardize the attorney-client privilegeprivilege of the Company or its subsidiaries or contravene any law, work product doctrine rule, regulation, order, judgment, decree or other applicable privilege applicable binding agreement entered into prior to the date of this Agreement; provided that the Company shall use its reasonable best efforts to obtain contractual waivers and consents and implement requisite procedures to enable the provision of access and disclosure without such documents violations, prejudices or informationcontraventions. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential The parties will make appropriate substitute disclosure arrangements under circumstances in accordance with which the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (restrictions of the “Confidentiality Agreement”) or any other similar agreement among the Partiespreceding sentence apply.

Access to Information; Confidentiality. (a) Each Upon reasonable request, the Company shall, and shall cause each of Inuvo and CPT shall the Company Subsidiaries to, afford to each otherParent, and to Parent’s officers, employees, accountants, counsel, financial advisors, advisers and other representatives, reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, hours during the period from the Execution Date through prior to the Effective Time or the termination of this Agreement, to its all their respective properties, books books, Contracts, commitments, personnel and recordsrecords and, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT the Company shall, and Inuvo shall cause each of the Company Subsidiaries to, furnish or make available promptly to each other (except as otherwise available on EDXXX) Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; laws and (ii) all other information concerning its business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding Without limiting the generality of the foregoing, Inuvo and CPT may restrict or otherwise prohibit the Company shall, within two (2) Business Days of request therefor, provide to Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act. Neither the Company nor any of the Company Subsidiaries shall be required to provide access to any documents or to disclose information to where such access or disclosure would violate or prejudice the extent that access to such documents or information would risk waiver rights of any its customers, jeopardize the attorney-client privilegeprivilege of the Person in possession or control of such information or contravene any law, work product doctrine order, judgment, decree or other applicable privilege applicable binding agreement entered into prior to such documents or informationthe date hereof. Except as otherwise required by applicable LawTo the extent practicable, all the parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Inuvo and CPT, and their respective Subsidiaries, exchanged pursuant to this Section 6.3(a) 7.02 shall be kept confidential subject to the Confidentiality Agreement and the Confidentiality Agreement shall remain in full force and effect in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Partiesits terms.

Access to Information; Confidentiality. Upon reasonable notice and subject to (ai) Each restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable efforts to be released), and (ii) the Company's written consent (which consent shall not be unreasonably withheld) with respect to current or future prices of Inuvo products and CPT services or information relating to specific customers or other competitively sensitive information, the Company shall, and shall afford cause each of its subsidiaries to each other’s afford, to the officers, employees, accountants, counsel, financial advisors, advisors and other representativesrepresentatives of Parent, Fimalac-U.S., Acquisition Sub or the financing sources of Parent or Acquisition Sub reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from prior to the Execution Date through earlier of the termination of this Agreement and the Effective Time Time, to all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its subsidiaries to) furnish promptly to Parent, Fimalac-U.S. or Acquisition Sub all information concerning its business, properties and personnel as Parent, Fimalac-U.S. or Acquisition Sub may reasonably request, and each shall make available to Parent, Fimalac-U.S. and Acquisition Sub the appropriate individuals (including attorneys, accountants, and other professionals) for discussion of the Company's business, properties and personnel as Parent, Fimalac-U.S. or Acquisition Sub may reasonably request. Any such investigation by Parent, Fimalac-U.S. or Acquisition Sub shall not affect the representations or warranties of the Company contained in this Agreement. Parent, Fimalac-U.S. and Acquisition Sub shall keep such information confidential in accordance with the terms of the confidentiality letter dated January 25, 2000 (the "Confidentiality Letter"), between Parent and the Company, which Confidentiality Letter shall survive termination of this Agreement. Upon any termination of this Agreement, to its propertiesParent shall, books upon written request of the Company, destroy or collect and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior deliver to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received Company all documents obtained by it during such period pursuant to the requirements or any of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, representatives pursuant to this Section 6.3(a) shall be kept confidential 6.2 then in accordance with the confidentiality agreement, dated May 17, 2018, by their possession and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Partiescopies thereof.

Access to Information; Confidentiality. (a) Each of Inuvo The Company agrees to permit Parent and CPT shall afford to each otherParent’s officers, directors, employees, accountants, counsel, financial advisors, agents and other representativesrepresentatives (collectively, the “Parent Representatives”) to visit and inspect the properties of the Company, the Bank and the Company’s Subsidiaries, to examine the corporate books and records and to discuss the affairs, finances and accounts of the Company, the Bank and the Company’s Subsidiaries with the Representatives of the Company, all upon reasonable access (subject notice and at such reasonable times and as often as Parent may reasonably request. Any investigation pursuant to applicable Laws regarding the sharing of such information), this Section 6.2 shall be conducted during normal business hours, hours and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, in such manner as not to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not interfere unreasonably interfere with the conduct of the business of the Parties or their respective Company, the Bank and the Company’s Subsidiaries, as the case may be, or create a risk of damage or destruction to and nothing herein shall require any property or assets Representative of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly Company to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to disclose any documents or information to the extent (i) prohibited by applicable law or regulation, or (ii) that access to such documents or information disclosure would risk waiver cause a violation of any attorney-client privilegeagreement to which such Representative of the Company is a party as of the date of this Agreement or would cause a significant risk of a loss of privilege to the Company, work product doctrine the Bank or other applicable privilege applicable any Subsidiary (provided that the Company shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No investigation by Parent shall affect the ability of Parent to such documents rely on the representations and warranties of the Company. All information furnished by any Party or information. Except as otherwise required by applicable Law, all information obtained by Inuvo any of its Representatives in connection with this Agreement and CPTthe transactions contemplated hereby shall be subject to, and their respective Subsidiaries, pursuant to this Section 6.3(a) the receiving Party shall be kept confidential in each case hold all such information in confidence in accordance with with, the provisions of the confidentiality agreement, dated May 17as of January 19, 20182012, by between Parent and between Inuvo and CPT (Xxxxxx, Xxxxxxxx & Company, Incorporated on behalf of the “Confidentiality Agreement”) or any other similar agreement among Company, with each such receiving Party subject to such restrictions as the Partiesrecipient.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT Subject to applicable Laws, the Company shall afford to each other’s officers, employees, accountants, counsel, financial advisors, Parent and other representatives, its Representatives reasonable access (subject including, if applicable, the right at Parent’s expense to applicable Laws regarding the sharing of such information), make copies) during normal business hours, and upon reasonable prior notice, hours during the period from the Execution Date through date hereof until the earlier to occur of the Effective Time or and the termination of date, if any, on which this Agreement, Agreement is terminated pursuant to Section 8.1 to its and its Subsidiaries’ properties, books books, work papers, operating and recordsfinancial reports, contractsTax Returns, commitments Contracts, commitments, Representatives and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiariesrecords and, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available to Parent promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding the foregoingEach party shall hold, Inuvo and CPT may restrict or otherwise prohibit access shall cause its Representatives to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Lawhold, all information obtained by Inuvo and CPTreceived from the other party, and their respective Subsidiariesdirectly or indirectly, pursuant to this Section 6.3(a) shall be kept confidential in confidence in accordance with the confidentiality agreement, dated May 17as of August 2, 20182012, by between Parent (or its Affiliate) and between Inuvo and CPT the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Notwithstanding the foregoing, the Company shall not be obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any other similar agreement among Person or (z) would violate any Law applicable to it, its Subsidiaries or its business; it being understood and agreed that the PartiesCompany shall advise Parent in such circumstances that it is unable to comply with Parent’s reasonable requests for information or access as a result of attorney-client privilege, confidentiality obligations or applicable Law and the Company shall use its commercially reasonable efforts to generally describe the types of information being withheld. The disclosing party shall be entitled to have its Representatives present at all times during any inspection pursuant to this Section 6.2. No access or information provided pursuant to this Section 6.2 will affect any of the representations or warranties of the parties contained in this Agreement.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject Subject to applicable Laws regarding relating to the sharing exchange of such information), during normal business hoursthe Company agrees that, and upon reasonable prior notice, during the period from the Execution Date through to the Effective Time or the termination of this AgreementAgreement in accordance with Article VII, Parent shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to its make such investigation of the properties, businesses and operations of the Company and such examination of the books, records and financial condition of the Company as it reasonably requests and to make extracts and copies of such books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any such investigation conducted pursuant to the access contemplated by this Section 6.3(a) Parent shall be conducted in a manner that does not unreasonably interfere with the conduct any of the business businesses or operations of the Parties Company. Neither Parent nor any of its officers, employees or their respective Subsidiariesrepresentatives shall, as prior to the case may beClosing Date, have any contact whatsoever with any customer, lender, lessor, vendor, supplier, employee or create a risk of damage or destruction to any property or assets consultant of the Parties Company, except in consultation with the Company and then only with the express prior approval of the Company, which approval shall not be unreasonably withheld. All requests by Parent for access or their respective Subsidiariesinformation shall be submitted or directed exclusively to an individual or individuals to be designated by the Company. During In order that Parent may have full opportunity to make such periodphysical, CPT business, accounting and Inuvo legal review, examination or investigation as it may reasonably request of the affairs of the Company, the Company shall furnish or make available promptly use commercially reasonable efforts to each other (except as otherwise available on EDXXX) (i) a copy of each reportcause the officers, scheduleemployees, registration statement consultants, agents, accountants, attorneys and other document filed or received by it during representatives of the Company to cooperate fully with such period pursuant to the requirements of federal or state securities laws; representatives in connection with such review and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationexamination. Except for disclosures permitted by the terms of the Confidentiality Agreement, dated in December 2004, between Parent and the Company (as otherwise required by applicable Lawit may be amended from time to time, all the "Confidentiality Agreement"), Parent and its Representatives shall hold information obtained by Inuvo and CPT, and their respective Subsidiaries, received from the Company pursuant to this Section 6.3(a) shall be kept confidential 5.6 in confidence in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (terms of the “Confidentiality Agreement”) or any other similar agreement among the Parties.

Access to Information; Confidentiality. (a) Each of Inuvo The Company agrees to permit Parent and CPT shall afford to each otherParent’s officers, directors, employees, accountants, counsel, financial advisors, agents and other representativesrepresentatives (collectively, the “Parent Representatives”) to visit and inspect the properties of the Company, the Bank and the Company’s Subsidiaries, to examine the corporate books and records and to discuss the affairs, finances and accounts of the Company, the Bank and the Company’s Subsidiaries with the Representatives of the Company, all upon reasonable access (subject notice and at such reasonable times and as often as Parent may reasonably request. Any investigation pursuant to applicable Laws regarding the sharing of such information), this Section 6.2 shall be conducted during normal business hours, hours and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, in such manner as not to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not interfere unreasonably interfere with the conduct of the business of the Parties or their respective Company, the Bank and the Company’s Subsidiaries, as the case may be, or create a risk of damage or destruction to and nothing herein shall require any property or assets Representative of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly Company to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to disclose any documents or information to the extent (i) prohibited by applicable law or regulation, or (ii) that access to such documents or information disclosure would risk waiver cause a violation of any attorney-client privilegeagreement to which such Representative of the Company is a party as of the date of this Agreement or would cause a significant risk of a loss of privilege to the Company, work product doctrine the Bank or other applicable privilege applicable any Subsidiary (provided that the Company shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No investigation by Parent shall affect the ability of Parent to such documents rely on the representations and warranties of the Company. All information furnished by any Party or information. Except as otherwise required by applicable Law, all information obtained by Inuvo any of its Representatives in connection with this Agreement and CPTthe transactions contemplated hereby shall be subject to, and their respective Subsidiaries, pursuant to this Section 6.3(a) the receiving Party shall be kept confidential in each case hold all such information in confidence in accordance with with, the provisions of the confidentiality agreement, dated May 17as of January 19, 20182012, by between Parent and between Inuvo and CPT (Sxxxxx, Xxxxxxxx & Company, Incorporated on behalf of the “Confidentiality Agreement”) or any other similar agreement among Company, with each such receiving Party subject to such restrictions as the Partiesrecipient.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT The Company shall afford to each otherParent, and to Parent’s officers, employees, accountants, counsel, financial advisors, advisors and other representativesRepresentatives, reasonable access (subject to applicable Laws regarding including for the sharing purpose of such information), coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours, hours and upon reasonable prior notice, notice to the Company during the period from the Execution Date through prior to the Effective Time or the termination of this Agreement, Agreement to all its and its Subsidiaries’ properties, books and recordsbooks, contracts, commitments commitments, personnel and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiariesrecords and, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available promptly to each other Parent (except as otherwise available on EDXXX) (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities laws; , (b) a copy of each correspondence or written communication with any United States Federal governmental agency and (iic) all other information concerning its and its Subsidiaries’ business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding Except for disclosures expressly permitted by the foregoingterms of the Confidentiality Agreement dated as of December 15, Inuvo 2002 between Parent and CPT the Company (as it may restrict or otherwise prohibit access be amended from time to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilegetime, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) ), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any other similar agreement among party hereto pursuant to this Agreement will affect any of the Partiesrepresentations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Each From the date of Inuvo and CPT shall afford this Agreement until the earlier to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject to applicable Laws regarding the sharing occur of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this AgreementAgreement in accordance with the terms set forth in Article VII , the Company shall, and shall cause its Subsidiaries to, afford to its propertiesParent and Parent’s Representatives reasonable access, books at reasonable times and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) as shall be conducted in a manner that does not unreasonably interfere with the conduct business or operations of the business of Company or any Subsidiary thereof, to the Parties or their respective Subsidiariesofficers, as the case may beemployees, or create a risk of damage or destruction accountants, agents, properties, offices and other facilities and to any property or all books, records, contracts and other assets of the Parties or their respective Company and its Subsidiaries. During such period, CPT and Inuvo the Company shall, and shall cause its Subsidiaries to, furnish or make available promptly to each Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (except as otherwise available it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). The Company acknowledges that the Parent has made arrangements for an outside consultant to review, on EDXXX) behalf of the Parent, the Company’s network compliance documentation soon after the execution of this Agreement. Without limiting the generality of the foregoing provisions of this Section 5.03(a), the Company agrees to (i) a copy of each report, schedule, registration statement and other document filed or received by it during cooperate with such period pursuant consultant in regard to the requirements of federal or state securities laws; such review and (ii) provide such consultant with access to all other information concerning its businessof the Company’s applicable network compliance documentation (including, propertieswithout limitation, assets coordinating, as necessary, with the Company’s custodian to provide such consultant with access to the applicable network compliance documentation and personnel as data). No investigation shall affect the other may reasonably request. Notwithstanding the foregoingCompany’s representations and warranties contained herein, Inuvo and CPT may restrict or limit or otherwise prohibit access affect the remedies available to any documents Parent or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, Merger Sub pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Parties.

Access to Information; Confidentiality. (a) Each of Inuvo The Company shall, and CPT shall afford to each other’s cause its officers, directors, employees, accountantsrepresentatives and agents to, provide to Parent and its officers, directors, employees, consultants, agents, counsel, financial advisors, lenders, advisors and other representatives, reasonable representatives (collectively "Parent Representatives") with full access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon hours with reasonable prior notice, during notice throughout the period from the Execution Date date of this Agreement through the Effective Time or to all of the termination of this Agreement, to its Company's properties, books and recordsbooks, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(arecords (including, but not limited to, Tax Returns and records) shall be conducted in a manner and, during that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each Parent or Parent's Representatives such other information and data concerning the Company's business, properties and personnel as Parent reasonably may request; provided, further, that the foregoing shall not require the Company (except as otherwise available on EDXXXa) to permit any inspection or to disclose any information that in the Company's good faith opinion, after consultation with legal counsel and with Parent, would (i) a copy of each reportbreach in any material respect any confidentiality obligation imposed by contract or under applicable law, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other violate U.S. antitrust laws or (b) to disclose any information concerning of the Company or any of its businessSubsidiaries that in the Company's good faith determination, propertiesafter consultation with legal counsel, assets and personnel as the other may reasonably requestis deemed to be privileged. Notwithstanding the foregoing, Inuvo and CPT may restrict any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or the Company Subsidiaries or otherwise prohibit access to result in any documents or information to significant interference with the extent that access to prompt and timely discharge by such documents or information would risk waiver employees of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationtheir normal duties. Except as otherwise required by applicable Lawlaw, all information obtained by Inuvo Parent and CPTSubsidiary shall hold, and their respective Subsidiariesshall cause the Parent Representatives to hold, pursuant in strict confidence all nonpublic documents and confidential information furnished to Parent, Subsidiary and any Parent Representative in connection with the transactions contemplated by this Section 6.3(a) shall be kept confidential Agreement in accordance with the confidentiality agreementagreement dated as of August 22, dated May 17, 2018, by 2007 between the Company and between Inuvo and CPT Parent (the “"Confidentiality Agreement”) or any other similar agreement among the Parties").

Access to Information; Confidentiality. (a) Each Except as otherwise prohibited by applicable Law, the terms of Inuvo any Contract entered into prior to the Agreement Date, during the Pre-Closing Period, the Company shall (and CPT shall afford cause the Company Subsidiaries to): (i) provide to each other’s officers, employees, accountants, counsel, financial advisors, Parent and other representatives, its Representatives reasonable access (subject to applicable Laws regarding the sharing of such information)access, during normal business hours, hours and upon reasonable prior notice, during notice to the period from the Execution Date through the Effective Time or the termination of this AgreementCompany by Parent, to its the officers, Employees, agents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and recordsrecords thereof, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other furnish to Parent such information concerning its the business, properties, assets Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as the other Parent or its Representatives may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit the Company shall not be obligated to provide such access to any documents or information to the extent doing so would (A) violate applicable Law, (B) violate any of its or its Affiliates’ respective obligations with respect to confidentiality (provided that access the Company shall use its commercially reasonable efforts to obtain consent to provide such documents information), (C) relate to the minutes of the meetings of the Company Board (including any presentations or information would risk waiver other materials prepared by or for the Company Board) relating to Company Board discussions of the Transactions or any similar transaction between the Company and any other person or (D) jeopardize the protection of an attorney-client privilege, privilege or attorney work product doctrine or other applicable privilege applicable protection. Parent, Purchaser and the Company shall make appropriate substitute access and disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding anything herein to such documents or information. Except as otherwise required by applicable Lawthe contrary, all information obtained by Inuvo Parent and CPTPurchaser shall not, and shall cause their respective SubsidiariesRepresentatives not to, pursuant to this Section 6.3(a) contact any customer, partner, vendor or supplier of the Company in connection with the Transactions without the Company’s prior written consent, and Parent and Purchaser acknowledge and agree that any such contact shall be kept confidential in accordance with arranged and supervised by Representatives of the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the PartiesCompany.

Access to Information; Confidentiality. Subject to compliance with applicable Law (aincluding antitrust and competition Laws) Each and appropriate disclosure limitations to maintain attorney-client privilege, the Company shall, and shall cause each of Inuvo and CPT shall its Subsidiaries to, afford to each otherParent and to Parent’s officers, employees, investment bankers, attorneys, accountants, counsel, financial advisors, consultants and other representatives, representatives and advisors full access upon reasonable access (subject to applicable Laws regarding the sharing of such information), advance notice and during normal business hours, and upon reasonable prior notice, hours during the period from the Execution Date through prior to the Effective Time or the termination of this Agreement, Agreement to its all their respective properties, books and assets, books, records, contractsContracts, commitments Permits, documents, information, directors, officers and personnel in a manner commensurate with due diligence conducted by employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any Party information concerning its business as Parent may reasonably request (including the work papers of Xxxxx Xxxxxxxx LLP). Following the date of this Agreement and prior to the date hereof. Any investigation conducted pursuant Effective Time, Parent may (but shall not be required to), following reasonable notice to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with Company, contact and interview any Company Personnel and review the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During personnel records and such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel the Company Personnel as the other Parent may reasonably request, provided such review is permissible under applicable Law. Notwithstanding the foregoingNo investigation by Parent or any of its officers, Inuvo directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and CPT may restrict no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise prohibit access to affect any documents representation, warranty, covenant, agreement or information other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the extent that access to such documents or information would risk waiver obligations of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationthe parties under the Agreement. Except as otherwise required by any applicable LawLaw or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept received from the Company confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”. Any request for information or contact pursuant to this Section 5.02(a) shall be directed to (or any other similar agreement among in a manner approved by) an executive officer of the PartiesCompany.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT The Company shall afford to each other’s Parent, and to Parent's officers, employees, accountants, counsel, financial advisors, advisors and other representativesRepresentatives, reasonable access (subject to applicable Laws regarding including for the sharing purpose of such information), coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours, hours and upon reasonable prior notice, notice to the Company during the period from the Execution Date through prior to the Effective Time or the termination of this Agreement, Agreement to all its and its Subsidiaries' properties, books and recordsbooks, contracts, commitments commitments, personnel and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiariesrecords and, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available promptly to each other Parent (except as otherwise available on EDXXX) (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities laws; , (b) a copy of each correspondence or written communication with any United States Federal governmental agency and (iic) all other information concerning its and its Subsidiaries' business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding Except for disclosures expressly permitted by the foregoingterms of the Confidentiality Agreement dated as of December 15, Inuvo 2002 between Parent and CPT the Company (as it may restrict or otherwise prohibit access be amended from time to any documents or information time, the "Confidentiality Agreement"), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Lawhold, all information obtained by Inuvo and CPTreceived from the Company, and their respective Subsidiariesdirectly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.3(a) shall be kept confidential 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in accordance with this Agreement or the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (conditions hereunder to the “Confidentiality Agreement”) or any other similar agreement among obligations of the Partiesparties hereto.

Access to Information; Confidentiality. From the date of this Agreement until the Effective Time and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice and request, (ai) Each of Inuvo give to Parent, its counsel, financial advisors, auditors and CPT shall afford other authorized representatives reasonable access during normal business hours to each other’s officersits offices, properties, books and records, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, accountants, counsel, financial advisors, auditors and other representatives, reasonable access (subject authorized representatives to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to cooperate with Parent in its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereofinvestigation. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a such manner that does as not to interfere unreasonably interfere with the conduct of the business of the Parties or their respective Company and its Subsidiaries. Nothing contained in this Section shall, as prior to the case may beEffective Time, or create a risk of damage or destruction require the Company to take any property or assets action that would, in the good faith judgment of the Parties or their respective Subsidiaries. During such periodCompany, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) constitute a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any the attorney-client privilegeor similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to third parties; provided, work product doctrine however, that the Company shall make a good faith effort to accommodate any request from Parent for access or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) in a manner that does not result in such a waiver or violation. All information furnished pursuant to this Section shall be kept confidential in accordance with subject to the confidentiality agreement, dated as of May 1719, 20182011 (as amended as of August 15, by 2011), between Parent and between Inuvo and CPT the Company (the “Confidentiality Agreement”) or any other similar agreement among ). The Company hereby consents to include the PartiesSponsors and the Financing Sources as permitted “Representatives,” co-bidders, co-investors and/or financing sources under the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Each Company shall, and -------------------------------------- shall cause each of Inuvo and CPT shall its Subsidiaries to, afford to Parent and to Parent's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the period prior to the Effective Time to all its properties, books, contracts, commitments, tax returns, personnel and records and, during such period, Company shall, and shall cause each other’s of its Subsidiaries to, furnish as promptly as practicable to Parent such information concerning its business, properties, financial condition, operations and personnel as Parent may from time to time reasonably request, provided that the foregoing action shall be reasonably related to the transactions contemplated hereby (including, without limitation, the integration of Company's business with Parent and its existing businesses) and shall not interfere unnecessarily with normal operations. Parent shall, and shall cause each of its Subsidiaries to, afford to Company and to Company's officers, employees, counsel, financial advisors and other representatives reasonable access during normal business hours during the period prior to the Effective Time to all its properties, books, contracts, commitments, tax returns, personnel and records and during such period, Parent shall, and shall cause each of its Subsidiaries to, furnish as promptly as practicable to Company such information concerning its business, properties, financial condition, operations and personnel as Company may from time to time reasonably request, provided that the foregoing action shall be reasonably related to the transactions contemplated hereby and shall not interfere unnecessarily with normal operations. Any such investigation by Parent or Company shall not affect the representations or warranties contained in this Agreement. Parent and Company will hold, and will cause their respective directors, officers, partners, employees, accountants, counsel, financial advisors, advisors and other representativesrepresentatives and affiliates to hold, reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period any non-public information obtained from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel other party in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information confidence to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPTby, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the provisions of the letter agreements between Parent and Company with respect to confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Partiesmatters.

Access to Information; Confidentiality. (a) Each of Inuvo From the date hereof to the Effective Time, the Company shall, and CPT shall cause its Subsidiaries, officers, directors, employees, auditors and other agents, upon reasonable notice, to afford to each other’s the officers, employees, accountants, counsel, financial advisors, auditors and other representatives, agents of Parent reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hourshours to its officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish Parent with all financial, operating and other data and information as Parent through its officers, employees or agents may from time to time reasonably request; provided, however, that, prior to the acceptance for payment of the Minimum Shares pursuant to the Offer, the foregoing shall not require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (i) would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used all reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) relates to Alternative Transactions to the extent that any confidentiality agreement in existence on the date hereof with the Company prohibits the Company from making such books, records and other information available to Parent or (iii) which is subject to an attorney-client privilege or which constitutes attorney work product; and provided further that, prior to the acceptance for payment of the Minimum Shares pursuant to the Offer, the Company may provide information which is of a sensitive competitive nature in a form which minimizes the potential detriment to the Company from such disclosure while addressing the legitimate business objectives of Parent in seeking such information. (b) Each of the Company and Parent will hold, and will cause its directors, officers, employees, agents, advisers (including, without limitation, counsel and auditors) and controlling persons to hold, any such information which is nonpublic in confidence on the same terms and conditions as set forth in the letter dated August 25, 1998, as amended from time to time, between the Company and Parent (the "Confidentiality Agreement"). Each of the Company and the Parent agree that the Confidentiality Agreement shall terminate immediately upon reasonable prior notice, during the period from the Execution Date through the Effective Time or Time. Each of the termination Company and Parent further agree that upon the execution of this Agreement, (i) the fourth full paragraph of the Confidentiality Agreement shall be superseded by Section 7.9 hereof, (ii) the fourth sentence of the tenth full paragraph of the Confidentiality Agreement shall be deemed to its propertieshave been deleted and (iii) except for clause (ii)(b) thereof, books and recordsthe eighth full paragraph of the Confidentiality Agreement shall be deemed to have been deleted. Furthermore, contractsin the event this Agreement is terminated pursuant to Section 9.1(c)(ii), commitments and personnel 9.1(d)(i) or 9.1(d)(iii) in a manner commensurate with due diligence conducted by circumstance where a Termination Fee may be payable pursuant to Section 9.3(b) or Section 9.1(e) or 9.1(f) in a circumstance where a Termination Fee is payable, the seventh full paragraph of the Confidentiality Agreement shall be deemed deleted. (c) No investigation pursuant to this Section 7.2 shall affect any Party prior representations or warranties of the parties herein or the conditions to the date hereofobligations of the parties hereto. Any investigation conducted pursuant (d) In order to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct facilitate an orderly transition of the business of the Parties or Company to a wholly-owned subsidiary of Parent and to permit the coordination of their respective Subsidiariesrelated operations on a timely basis, as the case may beCompany 28 30 shall, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required reasonably practical and permitted by applicable Lawlaw, all information obtained by Inuvo consult with Parent on significant strategic and CPTfinancial and operational matters, including, without limitation, retail operations, store openings, closings and their respective Subsidiariesremodelings, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreementmarketing, dated May 17, 2018, by advertising and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Partiespersonnel. SECTION 7.3.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXXEXXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Parties.

Access to Information; Confidentiality. (a) Each The Company shall, and shall cause each of Inuvo and CPT shall its Subsidiaries to, afford to Parent and Parent’s representatives reasonable access during normal business hours to the Company’s and its Subsidiaries’ properties, books, Contracts, commitments, records and correspondence (in each other’s case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors, advisors and other representatives, reasonable access (subject to applicable Laws regarding representatives and the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo Company shall furnish or make available promptly to each other (except as otherwise available on EDXXX) Parent (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities laws; Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all such other information concerning its and its Subsidiaries’ business, properties, assets properties and personnel as the other Parent may reasonably requestrequest (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company). Notwithstanding the foregoingThe Company shall, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information shall cause each of its Subsidiaries to, furnish, to the extent that access to currently prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month during such documents or information would risk waiver period, a copy of any attorney-client privilegethe monthly internally prepared financial statements of the Company, work product doctrine or other applicable privilege applicable to such documents or informationincluding statements of financial condition, results of operations and statements of cash flow. Except for disclosures permitted by the terms of the Non-Disclosure Agreement, dated as otherwise required by applicable Lawof June 8, all 2015, between the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement” ), Parent and its representatives shall hold information obtained by Inuvo and CPT, and their respective Subsidiaries, received from the Company pursuant to this Section 6.3(a) shall be kept confidential 5.6 in confidence in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (terms of the “Confidentiality Agreement”) or any other similar agreement among the Parties.

Access to Information; Confidentiality. (a) Each Subject to compliance with applicable Law (including antitrust and competition Laws) and appropriate disclosure limitations to maintain attorney-client privilege, the Company shall, and shall cause each of Inuvo and CPT shall its Subsidiaries to, afford to each otherParent and to Parent’s officers, employees, investment bankers, attorneys, accountants, counsel, financial advisors, consultants and other representatives, representatives and advisors full access upon reasonable access (subject to applicable Laws regarding the sharing of such information), advance notice and during normal business hours, and upon reasonable prior notice, hours during the period from the Execution Date through prior to the Effective Time or the termination of this Agreement, Agreement to its all their respective properties, books and assets, books, records, contractsContracts, commitments Permits, documents, information, directors, officers and personnel in a manner commensurate with due diligence conducted by employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, furnish to Parent any Party information concerning its business as Parent may reasonably request (including the work papers of Xxxxx Xxxxxxxx LLP). Following the date of this Agreement and prior to the date hereof. Any investigation conducted pursuant Effective Time, Parent may (but shall not be required to), following reasonable notice to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with Company, contact and interview any Company Personnel and review the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During personnel records and such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel the Company Personnel as the other Parent may reasonably request, provided such review is permissible under applicable Law. Notwithstanding the foregoingNo investigation by Parent or any of its officers, Inuvo directors, employees, investment bankers, attorneys, accountants or other advisors or representatives and CPT may restrict no other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise prohibit access to affect any documents representation, warranty, covenant, agreement or information other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the extent that access to such documents or information would risk waiver obligations of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or informationthe parties under the Agreement. Except as otherwise required by any applicable LawLaw or Judgment, Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept received from the Company confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”. Any request for information or contact pursuant to this Section 5.02(a) shall be directed to (or any other similar agreement among in a manner approved by) an executive officer of the PartiesCompany.

Access to Information; Confidentiality. (a) Each of Inuvo the Company, Parent, Sub and CPT their respective officers, employees, accountants, counsel, consultants, financial advisors and other Representatives and sources of Debt Financing and Equity Financing, shall afford to each other’s other reasonable access during normal business hours during the period prior to the earlier of the Effective Time and the termination of this Agreement to all of its and its Subsidiaries’ properties, books and records and to those employees of the Company or Parent or their respective Subsidiaries, as applicable, to whom such persons reasonably request access, and, during such period, each of the Company and Parent shall furnish, as promptly as practicable to such persons all information concerning its and its Subsidiaries’ business, properties and personnel as such persons may reasonably request. Notwithstanding the foregoing, neither the Company nor Parent nor any of their respective Subsidiaries shall be required to provide access to or disclose information if the Company or Parent, as applicable, reasonably determines that such access or disclosure would jeopardize the attorney-client privilege of the Company, Parent or any of their respective Subsidiaries, as applicable, or contravene any Law to which the Company, Parent or any of their respective Subsidiaries, as applicable, is a party; provided that, in any such case, the Company or Parent, as applicable, shall provide such information in redacted form as necessary to preserve such privilege or comply with such Law or otherwise make appropriate substitute disclosure arrangements, to the extent possible. Except for disclosures expressly permitted by the terms of the confidentiality letter agreement dated as of April 4, 2013, between Parent and the Company (as such agreement may be amended from time to time, the “Confidentiality Agreement”), each of the Company and Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors, advisors and other representatives, reasonable access (subject Representatives to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Lawhold, all information received from the other party or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No information or knowledge obtained by Inuvo and CPT, and their respective Subsidiaries, any person in any investigation pursuant to this Section 6.3(a) 5.02 shall affect or be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, deemed to modify any representation or warranty made by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Partiesparty hereto.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT shall afford to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject Subject to applicable Laws regarding relating to the sharing exchange of such information), during normal business hoursthe Company agrees that, and upon reasonable prior notice, during to the period from the Execution Date through the Effective Time Closing or the termination of this AgreementAgreement in accordance with Article VIII, Parent and its Representatives shall be entitled to its make such investigation of the properties, assets, businesses and operations of the Company and its Subsidiaries and such examination of the books, records and financial condition of the Company and its Subsidiaries as Parent reasonably requests, and to make extracts and copies of such books and recordsrecords (provided, contractshowever, commitments and personnel in a manner commensurate with due diligence conducted that the foregoing shall not require the Company or its Subsidiaries to provide any such access or disclose any information to the extent the provision of such access or such disclosure would contravene applicable Law or jeopardize the loss of an attorney-client privilege). No investigation by any Party Parent prior to or after the date hereofof this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company or the Seller contained in this Agreement or the Company Documents. Any such investigation conducted pursuant to by Parent shall occur during the access contemplated by this Section 6.3(a) normal business hours of the Company and its Subsidiaries but shall be conducted in a manner that does not unreasonably interfere with the conduct any of the business businesses or operations of the Parties Company or their respective its Subsidiaries. In order that Parent may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request regarding the affairs of the Company and its Subsidiaries, as the case may be, or create a risk of damage or destruction Company shall use commercially reasonable efforts to any property or assets of cause its Representatives to cooperate fully with Parent’s Representatives in connection with such review and examination. Parent and its Representatives shall hold information received from the Parties or their respective Subsidiaries. During such period, CPT Company and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, Subsidiaries pursuant to this Section 6.3(a) shall be kept confidential 6.5 in confidence in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (terms of the “Confidentiality Agreement”) or any other similar agreement among the Parties.

Access to Information; Confidentiality. So long as this Agreement remains in effect, upon reasonable notice and subject to restrictions contained in any applicable confidentiality agreements to which the Company or any of its subsidiaries are bound, the Company shall (aand shall cause each of its subsidiaries to) Each of Inuvo and CPT shall afford to each other’s the officers, employees, accountants, counsel, financial advisors, counsel and other representatives, representatives of the Acquiror reasonable access (subject to applicable Laws regarding the sharing of such information)access, during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to all its properties, books and recordsbooks, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior records and, the Company shall (and shall cause each of its subsidiaries to) furnish as promptly as practicable to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) Acquiror all other information concerning its business, properties, assets properties and personnel as the Acquiror may reasonably request, and shall make available to the Acquiror or its representatives the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the its business, properties and personnel as the Acquiror may reasonably request. Notwithstanding The parties acknowledge that the foregoing, Inuvo and CPT may restrict or otherwise prohibit access Acquiror is obligated to any documents or keep such information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreementterms of the Letter of Intent, dated May 17April 3, 2018, by and between Inuvo and CPT 2003 (the “Confidentiality Agreement”) "Letter of Intent"), between the Acquiror and the Company. All information furnished to Acquiror and its officers, employees, accountants and counsel by or on behalf of the Company shall be covered by the Letter of Intent in accordance with its terms until the Effective Time, and all information furnished to the Acquiror and its officers, directors, employees, accountants and counsel by or on behalf of Company, shall be covered by the Letter of Intent in accordance with its terms, and Acquiror shall be fully liable and responsible under the Letter of Intent for any breach of the terms and conditions thereof by their respective subsidiaries, officers, employees, accountants, counsel and other similar agreement among the Partiesrepresentatives.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT The Company shall afford to each other’s officers, employees, the accountants, counsel, financial and other advisors, Affiliates and other representativesrepresentatives of Parent (collectively, “Parent Representatives”) reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hourshours to, and upon reasonable prior noticepermit them to make such inspections as they may reasonably require of, during the period from the Execution Date through the Effective Time or the termination Time, all of this Agreement, to its properties, books and recordsbooks, contracts, commitments and records (including engineering records and Tax Returns and the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, the Company shall (i) make available to Parent all information concerning its business, properties and personnel in a manner commensurate as Parent may reasonably request and (ii) provide reasonable access to and opportunities to communicate with due diligence conducted by the employees of the Company expected to be retained regarding the benefits and compensation of such employees; provided, however, that Parent and any Party Parent Representative shall not materially or unduly interfere with any of the operations or business activities of the Company. The Company shall not be required to provide access to, or disclose, information to the extent such access or disclosure would violate any attorney-client privilege or contravene any Law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date hereof. Any investigation conducted pursuant of this Agreement (it being agreed that the Parties shall use their reasonable best efforts to the access contemplated by this Section 6.3(a) shall cause such information to be conducted provided in a manner that does not unreasonably interfere with the conduct of the business of the Parties cause such violation or their respective Subsidiaries, as the case may be, prohibition). No information or create a risk of damage or destruction to knowledge obtained in any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, investigation pursuant to this Section 6.3(a) 5.4 or otherwise shall affect or be kept confidential in accordance with deemed to modify or qualify any representation or warranty of the confidentiality agreementCompany or the conditions to the obligations of the Parties to consummate the Merger. The Parties acknowledge that the Company and Parent have previously executed a Nondisclosure Agreement, dated May 17as of July 29, 2018, by and between Inuvo and CPT 2010 (the “Confidentiality Agreement”) or any other similar agreement among ), which Confidentiality Agreement will continue in full force and effect in accordance with its terms, until the PartiesEffective Time, at which time the Confidentiality Agreement shall terminate.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT The Company shall afford to each otherParent, and to Parent’s officers, employees, accountants, counsel, financial advisors, advisors and other representativesRepresentatives, reasonable access (subject to applicable Laws regarding including for the sharing purpose of such information), coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours, hours and upon reasonable prior notice, notice to the Company during the period from the Execution Date through prior to the Effective Time or the termination of this Agreement, Agreement to all its and its Subsidiaries’ properties, books books, Contracts, personnel and recordsrecords and, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available promptly to each other Parent (except as otherwise available on EDXXX) (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities laws; , (b) a copy of each correspondence or written communication with any United States Federal or state governmental agency and (iic) all other information concerning its and its Subsidiaries’ business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding Except for disclosures expressly permitted by the foregoingterms of the Secrecy Agreement dated as of July 12, Inuvo and CPT may restrict or otherwise prohibit access 2005, as amended from time to any documents or information to the extent that access to such documents or information would risk waiver time, between LifeScan, Inc., a wholly owned Subsidiary of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPTParent, and their respective Subsidiariesthe Company (as it may be amended from time to time, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) ), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any other similar agreement among party hereto pursuant to this Agreement will affect any of the Partiesrepresentations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Each of Inuvo Subject to applicable Law, the Company shall, and CPT shall cause its officers, directors, employees and agents to, afford to each other’s the officers, employees, agents, accountants, counsel, financial advisors, financing sources and other representativesauthorized representatives of Parent and Merger Sub, at their sole cost and risk, reasonable access (subject to applicable Laws regarding the sharing of such information), upon reasonable advance notice during normal business hours, and upon reasonable prior notice, during the period hours from the Execution Date date hereof through the Effective Time or the termination of this Agreement, Date to its officers, employees, agents, properties, books and facilities, books, records, contractscontracts and other assets and shall furnish Parent and Merger Sub all financial, commitments operating and personnel in a manner commensurate with other data and information as Parent and Merger Sub through their officers, employees, agents, accountants, counsel, financing sources and other authorized representatives, may reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such due diligence conducted by any Party prior investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable advance notice to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) Company; provided, however, that any such investigations shall be conducted in such a manner that does as not to interfere unreasonably interfere with or disrupt the conduct normal operation of the business of the Parties or their respective Subsidiaries, as Company. Nothing in this Agreement shall require the case may be, or create a risk of damage or destruction Company to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit provide access to or disclose any documents information if the Company determines that such access or information disclosure would be reasonably likely to the extent that access to such documents or information would risk result in a waiver of any attorney-client privilege, work product doctrine protection or any other applicable privilege applicable or to such documents or information. Except as otherwise required by result in a violation of applicable Law; provided that, all in each case, the Company and Parent shall cooperate in good faith to design and implement alternative procedures, if possible, to enable Parent to evaluate the substance of any such information obtained without causing a waiver or loss of any privilege or protection or any violation. The Company shall furnish to Parent, to the extent prepared by Inuvo the Company in the ordinary course of business, for the period beginning after the date of this Agreement and CPTending at the Effective Time, a copy of the monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations and their respective Subsidiariescash flows, which information shall be furnished to Parent substantially contemporaneously with the furnishing of such information to the Company Board (it being understood that any such financial statements shall be in draft form and subject to revision, shall not necessarily comply with GAAP or any other accounting standard and shall not necessarily contain the same type of information or detail as the information in the Company SEC Reports). Any investigation pursuant to this Section 6.3(a) 6.7 shall be kept confidential not affect any representation or warranty in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) this Agreement of any party hereto or any other similar agreement among condition to the Partiesobligations of the parties hereto.

Access to Information; Confidentiality. (a) Each From the date of Inuvo and CPT shall afford this Agreement until the earlier to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject to applicable Laws regarding the sharing occur of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this AgreementAgreement in accordance with the terms set forth in Article VII, the Company shall, and shall cause its Subsidiaries to, afford to its propertiesParent and Parent’s Representatives reasonable access, books at reasonable times and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) as shall be conducted in a manner that does not unreasonably interfere with the conduct business or operations of the business of Company or any Subsidiary thereof, to the Parties or their respective Subsidiariesofficers, as the case may beemployees, or create a risk of damage or destruction accountants, agents, properties, offices and other facilities and to any property or all books, records, contracts and other assets of the Parties or their respective Company and its Subsidiaries. During such period, CPT and Inuvo the Company shall, and shall cause its Subsidiaries to, furnish or make available promptly to each Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (except as otherwise available it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). The Company acknowledges that the Parent has made arrangements for an outside consultant to review, on EDXXX) behalf of the Parent, the Company’s network compliance documentation soon after the execution of this Agreement. Without limiting the generality of the foregoing provisions of this Section 5.03(a), the Company agrees to (i) a copy of each report, schedule, registration statement and other document filed or received by it during cooperate with such period pursuant consultant in regard to the requirements of federal or state securities laws; such review and (ii) provide such consultant with access to all other information concerning its businessof the Company’s applicable network compliance documentation (including, propertieswithout limitation, assets coordinating, as necessary, with the Company’s custodian to provide such consultant with access to the applicable network compliance documentation and personnel as data). No investigation shall affect the other may reasonably request. Notwithstanding the foregoingCompany’s representations and warranties contained herein, Inuvo and CPT may restrict or limit or otherwise prohibit access affect the remedies available to any documents Parent or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, Merger Sub pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Parties.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT The Company shall afford to each other’s Parent, and to Parent's officers, employees, accountants, counsel, financial advisors, advisors and other representativesRepresentatives, reasonable access (subject to applicable Laws regarding including for the sharing purpose of such information), coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours, hours and upon reasonable prior notice, notice to the Company during the period from the Execution Date through prior to the Effective Time or the termination of this Agreement, Agreement to all its and its Subsidiaries' properties, books books, Contracts, personnel and recordsrecords and, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available promptly to each other Parent (except as otherwise available on EDXXX) (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities laws; , (b) a copy of each correspondence or written communication with any United States Federal or state governmental agency and (iic) all other information concerning its and its Subsidiaries' business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding Except for disclosures expressly permitted by the foregoingterms of the Secrecy Agreement dated as of July 12, Inuvo 2005, as amended from time to time, between LifeScan, Inc., a wholly owned Subsidiary of Parent, and CPT the Company (as it may restrict or otherwise prohibit access be amended from time to any documents or information time, the "Confidentiality Agreement"), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Lawhold, all information obtained by Inuvo and CPTreceived from the Company, and their respective Subsidiariesdirectly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.3(a) shall be kept confidential 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in accordance with this Agreement or the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (conditions hereunder to the “Confidentiality Agreement”) or any other similar agreement among obligations of the Partiesparties hereto.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT shall afford From the date hereof to each other’s officers, employees, accountants, counsel, financial advisors, and other representatives, reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and its and their officers to, afford to Parent’s officers and other authorized Representatives reasonable access during normal business hours throughout the period prior to the Effective Time, consistent with applicable Law, to its and their officers, employees, properties, offices contracts, other facilities and books and records, contractsand shall furnish Parent with all financial, commitments operating and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any other data and information as Parent shall reasonably request; provided, that no investigation conducted pursuant to the access contemplated by this Section 6.3(a) 5.5 shall affect or be conducted in a manner that does not unreasonably interfere with deemed to modify any representation or warranty made by the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably requestCompany herein. Notwithstanding the foregoing, Inuvo any such investigation or consultation shall not include any intrusive testing or environmental sampling of any kind and CPT may restrict shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise prohibit result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would, as determined solely by the Company in its good faith judgment, (i) breach any documents or information agreement with any third-party if the Company shall have used reasonable best efforts to obtain the extent that access consent of such third party to such documents inspection or information would risk disclosure, (ii) constitute a waiver of any the attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents held by the Company or information. Except as (iii) otherwise required by violate any applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the Parties.

Access to Information; Confidentiality. (a) Each Insofar as permitted by applicable law and the terms of Inuvo and CPT the Confidentiality Agreement, the Company shall afford to each otherParent, and to Parent’s officers, employees, accountants, counsel, financial advisors, advisors and other representativesRepresentatives, reasonable access (subject to applicable Laws regarding including for the sharing purpose of such information), coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours, hours and upon reasonable prior notice, notice to the Company during the period from the Execution Date through prior to the Effective Time or the termination of this Agreement, Agreement to all its and its Subsidiaries’ properties, books books, Contracts, personnel and recordsrecords and, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available promptly to each other Parent (except as otherwise available on EDXXX) (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities laws; , (b) a copy of each correspondence or written communication with any United States Federal or state Governmental Entity and (iic) all other information concerning its and its Subsidiaries’ business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding Except for disclosures expressly permitted by the foregoingterms of the Confidentiality Agreement dated August 25, Inuvo 2006, as amended from time to time, between Parent and CPT the Company (as it may restrict or otherwise prohibit access be amended from time to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilegetime, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) ), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence and otherwise in 41 accordance with the Confidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any other similar agreement among party hereto pursuant to this Agreement will affect any of the Partiesrepresentations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT The Company shall afford to each otherParent, and to Parent’s officers, employees, accountants, counsel, financial advisors, advisors and other representativesRepresentatives, reasonable access (subject to applicable Laws regarding including for the sharing purpose of such information), coordinating integration activities and transition planning with the employees of the Company) during normal business hours, hours and upon reasonable prior notice, notice to the Company during the period from the Execution Date through prior to the Effective Time or the termination of this Agreement, Agreement to all its properties, books and recordsbooks, contracts, commitments commitments, personnel and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiariesrecords and, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other Parent information concerning its business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit the Company shall not be required to provide access to any documents or disclose information to where the extent Company reasonably determines that such access to such documents or information disclosure would risk waiver of any jeopardize the attorney-client privilegeprivilege of the Company or contravene any Law or any Contract to which the Company is a party (it being agreed that the parties shall use their Reasonable Best Efforts to cause such information to be provided in a manner that does not cause such violation or jeopardization, work product doctrine or other applicable privilege applicable provided, however, that none of the parties hereto nor any of their Affiliates shall be required to such documents or informationmake monetary payments in connection with the foregoing). Except for disclosures expressly permitted by the terms of the Non-Disclosure Agreement dated as otherwise required by applicable Lawof November 3, all information obtained by Inuvo 2006, between Parent and CPTthe Company (as it may be amended from time to time, and their respective Subsidiaries, pursuant to this Section 6.3(a) shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (the “Confidentiality Agreement”) ), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representative to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation conducted pursuant to this Section 5.02 shall affect or be deemed to modify or limit any other similar agreement among the Partiesrepresentation or warranty made in this Agreement.

Access to Information; Confidentiality. (a) Each Upon reasonable prior written notice, the Company shall, and shall cause each of Inuvo and CPT shall its Subsidiaries to, afford to each other’s officersParent, employees, accountants, counsel, financial advisors, Merger Sub and other representatives, their respective Representatives reasonable access (subject to applicable Laws regarding the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through prior to the Effective Time or the termination of this AgreementAgreement in accordance with its terms, to its all their respective properties, books and recordsassets, books, contracts, commitments commitments, personnel and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiariesrecords and, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT the Company shall, and Inuvo shall cause each of its Subsidiaries to, furnish or make available promptly to each other Parent: (except as otherwise available on EDXXX) (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; laws and (iib) all other information concerning its business, properties, assets properties and personnel as the other Parent or Merger Sub may reasonably requestrequest (including Tax Returns filed and those in preparation and the work papers of its auditors); provided, however, that (i) the foregoing shall not require the Company to disclose any information to the extent such disclosure would contravene applicable Law or (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by the Company. Notwithstanding the foregoing, Inuvo and CPT may restrict any such investigation or otherwise prohibit access to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Law, all information obtained by Inuvo and CPT, and their respective Subsidiaries, pursuant to this Section 6.3(a) consultation shall be kept conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries. All such information shall be held confidential in accordance with the confidentiality agreementterms of the Confidentiality Agreement between Parent and the Company dated as of December 5, dated May 17, 2018, by and between Inuvo and CPT 2018 (the “Confidentiality Agreement”) ). No investigation pursuant to this Section 5.4 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any other similar agreement among of the Partiesrepresentations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder.

Access to Information; Confidentiality. (a) Each of Inuvo and CPT Subject to applicable Laws, the Company shall afford to each other’s officers, employees, accountants, counsel, financial advisors, Parent and other representatives, its Representatives reasonable access (subject including, if applicable, the right at Parent's expense to applicable Laws regarding the sharing of such information), make copies) during normal business hours, and upon reasonable prior notice, hours during the period from the Execution Date through date hereof until the earlier to occur of the Effective Time or and the termination of date, if any, on which this Agreement, Agreement is terminated pursuant to Section 8.1 to its and its Subsidiaries' properties, books books, work papers, operating and recordsfinancial reports, contractsTax Returns, commitments Contracts, commitments, Representatives and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiariesrecords and, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During during such period, CPT and Inuvo the Company shall furnish or make available to Parent promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets properties and personnel as the other Parent may reasonably request. Notwithstanding the foregoingEach party shall hold, Inuvo and CPT may restrict or otherwise prohibit access shall cause its Representatives to any documents or information to the extent that access to such documents or information would risk waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Except as otherwise required by applicable Lawhold, all information obtained by Inuvo and CPTreceived from the other party, and their respective Subsidiariesdirectly or indirectly, pursuant to this Section 6.3(a) shall be kept confidential in confidence in accordance with the confidentiality agreement, dated May 17as of August 2, 20182012, by between Parent (or its Affiliate) and between Inuvo and CPT the Company (as it may be amended from time to time, the “"Confidentiality Agreement”"). Notwithstanding the foregoing, the Company shall not be obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any other similar agreement among Person or (z) would violate any Law applicable to it, its Subsidiaries or its business; it being understood and agreed that the PartiesCompany shall advise Parent in such circumstances that it is unable to comply with Parent's reasonable requests for information or access as a result of attorney-client privilege, confidentiality obligations or applicable Law and the Company shall use its commercially reasonable efforts to generally describe the types of information being withheld. The disclosing party shall be entitled to have its Representatives present at all times during any inspection pursuant to this Section 6.2. No access or information provided pursuant to this Section 6.2 will affect any of the representations or warranties of the parties contained in this Agreement.

Access to Information; Confidentiality. (a) Each From the date hereof until the earlier of Inuvo the Effective Time and CPT the valid termination of this Agreement in accordance with Article VIII, and subject to applicable Law and the Confidentiality Agreement, the Company shall afford (i) give to each other’s officersParent, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, accountants, counsel, financial advisors, auditors and other representatives, reasonable access (subject authorized representatives to applicable Laws regarding cooperate with Parent in its investigation of the sharing of such information), during normal business hours, Company and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereofSubsidiaries. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) 6.6 shall be conducted in a such manner that does as not to interfere unreasonably interfere with the conduct of the business of the Parties Company and its Subsidiaries or the prompt and timely discharge by such officers or employees of their respective Subsidiaries, as normal duties. Neither the case may be, Company nor any of its Subsidiaries shall be required to provide access or create a risk of damage to disclose information where such access or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo shall furnish or make available promptly to each other (except as otherwise available on EDXXX) (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws; and (ii) all other information concerning its business, properties, assets and personnel as the other may reasonably request. Notwithstanding the foregoing, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information to the extent that access to such documents or information disclosure would risk waiver of jeopardize any attorney-client privilegeprivilege of the Company or any of its Subsidiaries or contravene any applicable Law or requirements of any Governmental Authority or any binding agreement entered into prior to the date of this Agreement (provided that the Company shall, work product doctrine and shall cause its Subsidiaries to, use reasonable best efforts to cooperate with Parent in seeking and obtaining any consent or waiver or other applicable privilege applicable arrangement to allow disclosure of such documents information in a manner that would not result in such violation, contravention, prejudice, or informationloss of privilege). Except as otherwise required by applicable Law, all All requests for information obtained by Inuvo and CPT, and their respective Subsidiaries, made pursuant to this Section 6.3(a6.6(a) shall be kept confidential in accordance with directed to the confidentiality agreement, dated May 17, 2018, executive officer or other Person designated by and between Inuvo and CPT (the “Confidentiality Agreement”) or any other similar agreement among the PartiesCompany.

Access to Information; Confidentiality. (a) Each The Company shall, and shall cause each of Inuvo and CPT shall its Subsidiaries to, afford to Parent and Parent’s representatives reasonable access during normal business hours to the Company’s and its Subsidiaries’ properties, books, Contracts, commitments, records and correspondence (in each other’s case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors, advisors and other representatives, reasonable access (subject to applicable Laws regarding representatives and the sharing of such information), during normal business hours, and upon reasonable prior notice, during the period from the Execution Date through the Effective Time or the termination of this Agreement, to its properties, books and records, contracts, commitments and personnel in a manner commensurate with due diligence conducted by any Party prior to the date hereof. Any investigation conducted pursuant to the access contemplated by this Section 6.3(a) shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Parties or their respective Subsidiaries, as the case may be, or create a risk of damage or destruction to any property or assets of the Parties or their respective Subsidiaries. During such period, CPT and Inuvo Company shall furnish or make available promptly to each other (except as otherwise available on EDXXX) Parent (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities laws; Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all such other information concerning its and its Subsidiaries’ business, properties, assets properties and personnel as the other Parent may reasonably requestrequest (provided that Parent and its representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company). Notwithstanding the foregoingThe Company shall, Inuvo and CPT may restrict or otherwise prohibit access to any documents or information shall cause each of its Subsidiaries to, furnish, to the extent that access to currently prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month during such documents or information would risk waiver period, a copy of any attorney-client privilegethe monthly internally prepared financial statements of the Company, work product doctrine or other applicable privilege applicable to such documents or informationincluding statements of financial condition, results of operations and statements of cash flow. Except for disclosures permitted by the terms of the Non-Disclosure Agreement, dated as otherwise required by applicable Lawof June 8, all 2015, between the Company and Parent (as it may be amended from time to time, the “Confidentiality Agreement” ), Parent and its representatives shall hold information obtained by Inuvo and CPT, and their respective Subsidiaries, received from the Company pursuant to this Section 6.3(a) shall be kept confidential 5.6 in confidence in accordance with the confidentiality agreement, dated May 17, 2018, by and between Inuvo and CPT (terms of the “Confidentiality Agreement”) or any other similar agreement among the Parties.. 39