Attached files
| file | filename |
|---|---|
| EX-99.8 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex998.htm |
| EX-99.9 - PRESS RELEASE - Inuvo, Inc. | inuv_ex999.htm |
| EX-99.7 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex997.htm |
| EX-99.6 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex996.htm |
| EX-99.5 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex995.htm |
| EX-99.4 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex994.htm |
| EX-99.3 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex993.htm |
| EX-99.2 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex992.htm |
| EX-99.1 - SUPPORT AGREEMENT - Inuvo, Inc. | inuv_ex991.htm |
| EX-2.5 - FORM OF 10% PROMISSORY NOTE - Inuvo, Inc. | inuv_ex25.htm |
| EX-2.4 - REGISTRATION RIGHTS AGREEMENT - Inuvo, Inc. | inuv_ex24.htm |
| EX-2.3 - 10% SENIOR UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE - Inuvo, Inc. | inuv_ex23.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER - Inuvo, Inc. | inuv_ex21.htm |
| 8-K - CURRENT REPORT - Inuvo, Inc. | inuv_8k.htm |
Exhibit 2.2
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (this
“Agreement”) is made by and among Inuvo, Inc., a
Nevada corporation (the “Company”), and each purchaser identified on the
signature pages hereto (each a “Purchaser,” and collectively, the
“Purchasers”) effective as of the date this Agreement
is executed by the Company.
WITNESSETH:
WHEREAS, subject to the terms and conditions set
forth in this Agreement and pursuant to the Securities Act of 1933,
as amended (the “Securities
Act”), and Rule 506
thereunder, the Company desires to issue and sell to each
Purchaser, and each Purchaser severally and not jointly, desires to
purchase from the Company, the Company’s 10% Senior Unsecured
Subordinated Promissory Notes, in substantially the form attached
hereto as Exhibit A
(the “Notes”), as more fully described in this
Agreement. Capitalized terms not defined herein shall have the
meanings set forth in the Notes or the Merger Agreement (as defined
below), as the case may be.
WHEREAS, the Notes are being offered in connection
with that certain Agreement and Plan of Merger of even date hereof
among the Company, CPT and the other parties thereto (the
“Merger
Agreement”), a
substantially complete copy of which has been delivered to each
Purchaser prior to the date hereof.
NOW,
THEREFORE, in consideration of the agreements contained herein and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. PURCHASE
AND SALE OF NOTES.
1.1 Sale
and Issuance of Notes. This Agreement is being executed in
connection with the Company’s issuance and sale of
up to $2.0 million in aggregate principal amount of the Notes
pursuant to the terms and conditions of this
Agreement.
1.2 Closings;
Delivery.
(a) On
the date this Agreement is executed by a Purchaser and the Company
(each, a “Closing” and collectively, the
“Closings”),
upon the terms and subject to the conditions set forth herein, the
Company hereby sells and issues, and each Purchaser hereby
subscribes for and purchases a Note in the principal amount as set
forth on the signature page to this Agreement. Each Purchaser has
delivered to the Company via wire transfer of immediately available
funds an amount in equal to the principal amount of the Note
purchased by such Purchaser.
(b) Each
Purchaser has delivered to the Company a completed Accredited
Investor Questionnaire in the form attached hereto as Exhibit B. The Company hereby
delivers to each Purchaser a Note representing the aggregate
principal amount of the Note purchased by such
Purchaser.
(c) For
purposes of this Agreement, the term “Registration Rights Agreement”
means that certain Registration Rights Agreement of even date
herewith among the Company and the Purchasers, a copy of which is
attached hereto as Exhibit
C.
2. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby represents
and warrants to the Purchasers that the following representations
and warranties are true and complete as of the date of each of the
Closings, except as otherwise indicated:
2.1 Organization,
Good Standing, Corporate Power and Qualification. The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada and has all
requisite corporate power and authority (a) to carry on its
business as presently conducted and as presently proposed to be
conducted and (b) to execute, deliver and perform its obligations
under this Agreement. The Company is solvent and is not aware of
any fact, matter or circumstance that would be likely to lead to it
becoming insolvent. The Company is duly qualified to transact
business as a foreign corporation and is in good standing under the
laws of each jurisdiction in which the failure to so qualify would
have a material adverse effect on the results of operations,
assets, business or condition (financial or otherwise) of the
Company.
2.2 Capitalization.
The Company’s representations and warranties set forth in
Section 5.2 of the Merger Agreement, together with any disclosure
relating to such representations and warranties contained in the
Inuvo Disclosure Schedule (as defined in the Merger Agreement), are
incorporated herein by reference.
2.3 Subsidiaries.
The Company’s representations and warranties set forth in
Section 5.3 of the Merger Agreement, together with any disclosure
relating to such representations and warranties contained in the
Inuvo Disclosure Schedule (as defined in the Merger Agreement), are
incorporated herein by reference.
2.4 Authorization.
All corporate action required to be taken by the Board and the
Company’s stockholders in order to authorize the Company to
enter into this Agreement, to issue the Notes and to enter into the
Registration Rights Agreement (collectively, the
“Transaction
Agreements”) and the Common Stock issuable upon
conversion of the Notes (the “Conversion Shares”), has been
taken. All action on the part of the officers of the Company
necessary for the execution and delivery of the Transaction
Agreements, the performance of all obligations of the Company under
the Transaction Agreements to be performed by the Company, and the
issuance and delivery of the Notes has been taken or will be taken
prior to the Closing. The Transaction Agreements, when executed and
delivered by the Company, shall constitute valid and legally
binding obligations of the Company, enforceable against the Company
in accordance with their respective terms except (a) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application
relating to or affecting the enforcement of creditors’ rights
generally, or (b) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable
remedies.
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2.5 Valid
Issuance of Notes. The Notes, when issued, sold and
delivered in accordance with the terms
and for the consideration set forth in the Transaction Agreements,
will be duly authorized, validly issued, fully paid and
nonassessable and free of restrictions on transfer other than
restrictions on transfer as set forth in the Notes, under the
Transaction Agreements, applicable state and federal securities
laws and liens or encumbrances created by or imposed by each
Purchaser. Based in part on the accuracy of the representations of
each Purchaser in Section 3
of this Agreement and subject to
filings pursuant to Regulation D of the Securities Act, applicable
state securities laws, the offer, sale and issuance of the Notes to
be issued pursuant to and in conformity with the terms of this
Agreement, will be issued in compliance with all applicable federal
and state securities laws. The Common Stock issuable upon
conversion of the Notes have been duly reserved for issuance, and
upon issuance in accordance with the terms of the Notes, will be
duly authorized, validly issued, fully paid and nonassessable and
free of restrictions on transfer other than restrictions on
transfer under the Transaction Agreements, applicable federal and
state securities laws and liens or encumbrances created by or
imposed by the Purchasers. Based in part upon the accuracy
of the representations of the Purchasers in Section 3 of this Agreement,
and subject to filings pursuant to
Regulation D of the Securities Act, and applicable state
securities laws, the offer, sale and issuance of the Conversion
Shares issuable upon conversion of the Notes will be issued in
compliance with all applicable federal and state securities
laws.
2.6 Governmental
Consents and Filings. Assuming the accuracy of the
representations made by each Purchaser in Section 4 of this Agreement, no
consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any
Governmental Entity is required on the part of the Company in
connection with the consummation of the transactions contemplated
by this Agreement, except for filings with the SEC pursuant to the
Registration Rights Agreement, filings pursuant to Regulation D of
the Securities Act and applicable state securities laws in the
United States and filings with the Trading Market (as defined
below), which have been made or will be made in a timely
manner.
2.7 Litigation.
The Company’s representations and warranties set forth in
Section 5.7 of the Merger Agreement, together with any disclosure
relating to such representations and warranties contained in the
Inuvo Disclosure Schedule (as defined in the Merger Agreement), are
incorporated herein by reference. There is no pending claim,
action, suit, proceeding, arbitration, mediation, complaint, claim,
charge or to the Company’s knowledge, investigation, before
any court, arbitrator, mediator or Governmental Entity, or to the
Company’s knowledge, currently pending or threatened in
writing that questions the validity of the Transaction Agreements
or the right of the Company to enter into them, or to consummate
the transactions contemplated by the Transaction
Agreements.
2.8 Labor
and Employment Matters. The Company’s representations
and warranties set forth in Section 5.23 of the Merger Agreement,
together with any disclosure relating to such representations and
warranties contained in the Inuvo Disclosure Schedule (as defined
in the Merger Agreement), are incorporated herein by
reference.
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2.9 Intellectual
Property. The Company’s representations and warranties
set forth in Section 5.18 of the Merger Agreement, together with
any disclosure relating to such representations and warranties
contained in the Inuvo Disclosure Schedule (as defined in the
Merger Agreement), are incorporated herein by
reference.
2.10 Compliance
with Other Instruments. The Company is not in violation or
default (a) of any provisions of the
Articles of Incorporation or Bylaws of the Company, (b) of any
instrument, judgment, order, writ or decree of any court or
governmental entity, or (c) under any agreement, instrument,
contract, lease, note, indenture, mortgage or purchase order or,
(d) to its knowledge, of any provision of federal or state statute,
rule or regulation materially applicable to the Company. The
execution, delivery and performance of the Transaction Agreements
and the consummation of the transactions contemplated by the
Transaction Agreements will not result in any such violation or
default, or be in conflict with or constitute, with or without the
passage of time and giving of notice, either (i) a default under
any such provision, judgment, order, writ, decree, agreement,
instrument, contract, lease, note, indenture, mortgage or purchase
order or (ii) an event which results in the creation of any lien,
charge or encumbrance upon any assets of the Company or the
suspension, revocation, forfeiture, or nonrenewal of any material
permit or license applicable to the Company.
2.11 Financial
Statements. The Company’s representations and
warranties set forth in Section 5.5 of the Merger Agreement,
together with any disclosure relating to such representations and
warranties contained in the Inuvo Disclosure Schedule (as defined
in the Merger Agreement), are incorporated herein by
reference.
2.12 Material
Changes. The Company’s representations and warranted
set forth in Section 5.8 of the Merger Agreement, together with any
disclosure relating to such representations and warranties
contained in the Inuvo Disclosure Schedule (as defined in the
Merger Agreement), are incorporated herein by
reference.
2.13 Taxes.
The Company’s representations and warranted set forth in
Section 5.10 of the Merger Agreement, together with any disclosure
relating to such representations and warranties contained in the
Inuvo Disclosure Schedule (as defined in the Merger Agreement), are
incorporated herein by reference.
2.14 No
“Bad Actor” Disqualification. No “bad
actor” disqualifying event described in Rule
506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is
applicable to the Company or, to the Company’s knowledge, any
Company Covered Person, except for a Disqualification Event as to
which Rule 506(d)(2)(ii–iv) or (d)(3) of the Securities Act
is applicable. For purposes of this Section 2.15,
“Company Covered
Person” means, with respect to the Company as an
“issuer” for purposes of Rule 506 promulgated under the
Securities Act, any person listed in the first paragraph of Rule
506(d)(1).
3. REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS. Each Purchaser hereby represents and warrants to the
Company as follows:
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3.1 Authorization.
The Purchaser has full power and authority to enter into this
Agreement. This Agreement, when
executed and delivered by the Purchaser, will constitute valid and
legally binding obligations of the Purchaser, enforceable in
accordance with its terms, except (a) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance, and any other laws of general application relating to
or affecting the enforcement of creditors’
rights generally, or (b) the effect of
rules of law governing the availability of equitable
remedies.
3.2 Purchase
Entirely for Own Account. This Agreement is made with the
Purchaser in reliance upon the
Purchaser’s
representation to the Company, which by the
Purchaser’s
execution of this Agreement, the Purchaser hereby confirms, that
the Notes and Conversion Shares to be acquired by the Purchaser
will be acquired for investment for the Purchaser’s own
account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that the Purchaser
has no present intention of selling, granting any participation in,
or otherwise distributing the same. By executing this Agreement,
the Purchaser further represents that the Purchaser does not
presently have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such
person or to any third person, with respect to any of the Notes or
the Conversion Shares.
3.3 Disclosure
of Information. The Purchaser has had an opportunity to
discuss the Company’s
business, management, financial affairs and the terms and
conditions of the offering of the Notes with the
Company’s
management. Nothing in this Section 3,
including the foregoing sentence,
limits or modifies the representations and warranties of the
Company in Section 2
of this Agreement or the right of the
Purchaser to rely thereon. The
Purchaser is aware that publicly available information about
the Company can be obtained from the SEC’s
website.
3.4 Independent
Assessment of Investment. The
Purchaser has independently evaluated and conducted an appropriate
analysis of, the merits and risks of a purchase of the Notes for
itself. The Purchaser has sufficient knowledge and experience in
financial matters and expertise in assessing credit and all other
relevant risks, and is capable of independently evaluating the
merits of investment in the Notes and in the Company’s
securities. The Purchaser has not relied upon any representation
with respect to the Notes or the Company, other than those
expressly provided by the Company in Section
2. The Purchaser has obtained
its own advice regarding the tax consequences in any jurisdiction
of purchasing, owning, converting, redeeming or disposing of any
Notes.
3.5 Restricted
Securities. The Purchaser understands that the Notes and the
Conversion Shares are “restricted securities” under
applicable federal and state securities laws and that, pursuant to
these laws, the Purchaser must hold the Notes and the Conversion
Shares indefinitely unless they are registered with the Securities
and Exchange Commission and qualified by state authorities or an
exemption from such registration and qualification requirements is
available. The Purchaser acknowledges that the Company has no
obligation to register or qualify the Notes or the Conversion
Shares for resale other than as set forth in the Registration
Rights Agreement. The Purchaser further acknowledges that if an
exemption from registration or qualification is available, it may
be conditioned on various requirements including, but not limited
to, the time and manner of sale, the holding period for the Notes
and/or the Conversion Shares, and on requirements relating to the
Company which are outside of the Purchaser’s control, and which
the Company is under no obligation and may not be able to
satisfy.
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3.6 Legends.
The Purchaser understands that the Notes shall bear the legends set forth in Section
4.1.
3.7 Accredited
and Sophisticated Investor. By completing the Accredited
Investor Questionnaire, attached hereto as Exhibit C, the Purchaser
represents and warrants to the Company that the Purchaser, or every
member of the Purchaser to the extent the Purchaser is an entity,
is an accredited investor as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act. The Purchaser acknowledges
that the Purchaser is able to fend for itself, can bear the
economic risk of its investment, and has such knowledge and
experience in financial or business matters that it is capable of
evaluating the merits and risks of the investment in the Notes and
the Conversion Shares.
3.8 No
General Solicitation. Neither the Purchaser nor any of its
officers, directors, employees,
agents, stockholders or partners has either directly or indirectly,
including through a broker or finder (a) engaged in any general
solicitation with respect to the offer and sale of the Notes, or
(b) published any advertisement in connection with the offer and
sale of the Notes.
3.9 Residence.
The office or offices of the Purchaser in which its principal place
of business is identified is the address or addresses of the
Purchaser set forth on the signature pages attached
hereto.
3.10 No
“Bad Actor” Disqualification Events. If the
Purchaser will beneficially own 20% or more of the Company’s
outstanding voting securities, calculated on the basis of total
voting power, after giving effect to the purchase of the Notes,
neither the Purchaser
nor any beneficial owner of the
Company’s voting equity securities (in accordance with
Rule 506(d) of the Securities Act) held by the
Purchaser is subject to any
Disqualification Event, except for a Disqualification Event
as to which Rule 506(d)(2)(ii–iv) or (d)(3) of the Securities
Act is applicable and disclosed in
advance of the Closings in writing in reasonable detail to the
Company.
3.11 Limitations
on Transfer. Without in any way limiting the representations
set forth above, the Purchaser further agrees not to make any
disposition of all or any portion of the Notes or the Conversion
Shares except as set forth in the Notes.
3.12 Certain
Transactions. Other than
consummating the transactions contemplated hereunder, the Purchaser
has not directly or indirectly, nor has any person acting on behalf
of or pursuant to any understanding with such Purchaser, executed
any purchases or sales, including short sales, of the
securities of the Company during the period commencing as of
the time that such Purchaser first received a term sheet (written
or oral) from the Company or any other person representing the
Company setting forth the material terms of the transactions
contemplated hereunder and ending immediately prior to the
execution hereof.
4. RESTRICTIVE
LEGENDS AND STOP-TRANSFER ORDERS.
4.1 Legends.
It is understood that the certificates evidencing the Notes and/or
the Conversion Shares may bear one or all of the following
legends:
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(a) “NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON THE CONVERSION OF
THESE SECURITIES HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR SECURITIES
LAWS OF ANY STATE OR JURISDICTION. THE SECURITIES REPRESENTED
HEREBY MAY NOT BE CONVERTED, OFFERED, SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE ASSIGNED (EACH A “TRANSFER”) EXCEPT (X) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSFER NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
(Y) TO THE EXTENT THE TRANSFER DOES NOT CONSTITUTE AND WILL NOT
RESULT IN A VIOLATION OF APPLICABLE FEDERAL OR STATE SECURITIES
LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT (TO THE EXTENT REQUESTED BY COUNSEL OF THE COMPANY),
THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THE HOLDER HEREOF AGREES THAT IT WILL DELIVER, OR CAUSE TO
BE DELIVERED, TO EACH PERSON TO WHOM THE SECURITIES HEREBY
REPRESENTED ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND.”
(b) Any
legend required by the laws of the State of California, including
any legend required by the California Department of Corporations
and Sections 417 and 418 of the California Corporations
Code.
5. GENERAL
PROVISIONS.
5.1 Listing
of Securities. The Company shall, if applicable: (i) in the
time and manner required by the NYSE American (or any successor
entity) (the “Trading
Market”), prepare and file with such Trading Market an
additional shares listing application covering the Conversion
Shares and (ii) take all steps necessary to cause such shares of
Common Stock to be approved for listing or quotation on such
Trading Market as soon as possible thereafter. The Company shall
use its reasonable best efforts to obtain such approval as may be
required by the applicable rules and regulations of the Trading
Market from the shareholders of the Company with respect to the
transactions contemplated by this Agreement, including the issuance
of all of the Conversion Shares in excess of 19.99% of the issued
and outstanding Common Stock on the date of the first Closing of
this Agreement.
5.2 Survival
of Warranties. Unless otherwise set forth in this Agreement,
the representations and warranties of the Company and each
Purchaser contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and shall in
no way be affected by any investigation or knowledge of the subject
matter thereof made by or on behalf of the Purchasers or the
Company.
5.3 Successors
and Assigns. Except as otherwise provided in this Agreement,
this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their
respective successors, assigns, heirs, executors, administrators
and legal representatives. No party to this Agreement may assign,
whether voluntarily or by operation of law, any of its rights and
obligations under this Agreement, except with the prior written
consent of each other party.
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5.4 Governing
Law. The validity, interpretation, construction and
performance of this Agreement, and all acts and transactions
pursuant hereto and the rights and obligations of the parties
hereto shall be governed, construed and interpreted in accordance
with the laws of the state of California, without giving effect to
principles of conflicts of law. For purposes of litigating any
dispute that may arise directly or indirectly from this Agreement,
the parties hereby submit and consent to the exclusive jurisdiction
of the state of California and agree that any such litigation shall
be conducted only in the courts of California or the federal courts
of the United States located in California and no other
courts.
5.5 Counterparts;
Facsimile. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be
deemed an original, and all of which together shall constitute one
and the same agreement. Execution of a facsimile copy will have the
same force and effect as execution of an original, and a facsimile
signature will be deemed an original and valid
signature.
5.6 Electronic
Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to this Agreement or any notices
required by applicable law or the Certificate or Bylaws by email or
any other electronic means. The Purchasers hereby consent to (i)
conduct business electronically, (ii) receive such documents and
notices by such electronic delivery, and (iii) sign documents
electronically and agrees to participate through an on-line or
electronic system established and maintained by the Company or a
third party designated by the Company.
5.7 Titles
and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be
considered in construing or interpreting this
Agreement.
5.8 Construction.
This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be
the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties
hereto.
5.9 Notices.
Any notice, demand or request required or permitted to be given
under this Agreement shall be in writing and shall be deemed
sufficient when delivered personally or by overnight courier or
sent by email, or 48 hours after being deposited in the U.S. mail
as certified or registered mail with postage prepaid, addressed to
the party to be notified at such party’s address as set forth
on the signature page to this Agreement, as subsequently modified
by written notice, or if no address is specified in the
Company’s books and records.
5.10 Fees
and Expenses. The Company and the Purchasers shall each pay
their own fees and expenses incurred in connection with the
transactions contemplated by this Agreement.
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5.11 Attorneys’
Fees. Each party
shall pay for its own costs and attorneys’ fees in connection with any action at law or in equity
(including arbitration) necessary to enforce or interpret the terms
of this Agreement.
5.12 Amendments
and Waivers. No modification of or amendment to this
Agreement, nor any waiver of any rights under this Agreement, shall
be effective unless in writing signed by the parties to this
Agreement. No delay or failure to require performance of any
provision of this Agreement shall constitute a waiver of that
provision as to that or any other instance.
5.13 Severability.
If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. If the parties cannot
reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this
Agreement, (ii) the balance of the Agreement shall be interpreted
as if such provision were so excluded, and (iii) the balance of the
Agreement shall be enforceable in accordance with its
terms.
5.14 Delays
or Omissions. No delay or omission to exercise any right,
power or remedy accruing to any party under this Agreement, upon
any breach or default of any other party under this Agreement,
shall impair any such right, power or remedy of such non-breaching
or non-defaulting party nor shall it be construed to be a waiver of
any such breach or default, or an acquiescence therein, or of or in
any similar breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any
waiver, permit, consent or approval of any kind or character on the
part of any party of any breach or default under this Agreement, or
any waiver on the part of any party of any provisions or conditions
of this Agreement, must be in writing and shall be effective only
to the extent specifically set forth in such writing. All remedies,
either under this Agreement or by law or otherwise afforded to any
party, shall be cumulative and not alternative.
5.15 Further
Assurances. Each party hereto agrees to execute and deliver,
by the proper exercise of its corporate, limited liability company,
partnership or other powers, all such other and additional
instruments and documents and do all such other acts and things as
may be necessary to more fully effectuate this
Agreement.
5.16 Entire
Agreement. This Agreement (including the exhibits hereto)
and the other Transaction Agreements constitute the entire
agreement and understanding of the parties relating to the subject
matter herein and supersedes all prior or contemporaneous
discussions, understandings and agreements, whether oral or
written, between them relating to the subject matter
hereof.
[signature
pages to follow]
9
IN
WITNESS WHEREOF, the parties have executed this Securities Purchase
Agreement as of the dates set forth below.
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INUVO,
INC.,
a Nevada
corporation
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By:
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/s/ Richard K.
Howe
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Richard
K. Howe, President and CEO
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Dated: November 1,
2018
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Address:
500 President Clinton Avenue, Suite 300
Little
Rock, Arkansas 72201
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[SIGNATURE PAGE OF
PURCHASER FOLLOWS]
[SIGNATURE PAGE OF
PURCHASER – SECURITIES PURCHASE AGREEMENT]
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CPT
INVESTMENTS, LLC,
a California
limited liability company
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By:
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/s/ Raghu
Kilambi
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Raghu Kilambi,
Managing Member
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Dated: November 1,
2018
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Address:
840
Newport Center Drive
Newport Beach, CA
92660
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EXHIBIT A
FORM OF NOTE
(Attached hereto)
A-1
EXHIBIT B
ACCREDITED INVESTOR QUESTIONNAIRE
(attached hereto)
B-1
EXHIBIT C
FORM OF REGISTRATION RIGHTS AGREEMENT
(attached hereto)
C-1