Attached files
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| 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-2.4 - REGISTRATION RIGHTS AGREEMENT - Inuvo, Inc. | inuv_ex24.htm |
| EX-2.3 - 10% SENIOR UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE - Inuvo, Inc. | inuv_ex23.htm |
| EX-2.2 - SECURITIES PURCHASE AGREEMENT - Inuvo, Inc. | inuv_ex22.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER - Inuvo, Inc. | inuv_ex21.htm |
| 8-K - CURRENT REPORT - Inuvo, Inc. | inuv_8k.htm |
Exhibit 2.5
10% PROMISSORY NOTE
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Little
Rock, AR
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November
1, 2018
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$62,500.00
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FOR VALUE RECEIVED, the undersigned,
Inuvo, Inc., a Nevada
corporation (the “Maker”),
having a business address at 500 President Clinton Boulevard, Suite
300, Little Rock, AR 72201 hereby promises to pay to the order of
_____________________, an
individual (the “Payee”),
having an address at ___________________, in lawful money of the
United States of America, and in immediately payable funds, the
principal amount of Sixty-two Thousand Five Hundred Dollars
($62,500.00) on the Maturity Date, together with simple interest on
the unpaid principal balance hereof from the date of this Note at a
rate of ten percent (10%) per annum. The obligations of this Note
are the unsecured obligations of the Maker.
1. Application
of Payments. All
payments received on account of this Note shall first be applied to
the reduction of the unpaid principal balance of this Note.
Interest shall be computed on the basis of a year of 360 days, for
the actual number of days elapsed. Payment of all amounts due
hereunder shall be made at the address of the Payee as set forth
herein.
2. Maturity
Date. All principal and accrued interest due under this Note
shall be due on the earlier of (the “Maturity
Date”):
a. November
1, 2019; or
b. upon
an Event of Default as set forth in Section 4 of this Note ;
or
c. Upon
a Change of Control.
When
used herein, “Change of
Control” shall mean the earlier to occur of: (i) the
merger or consolidation of Maker (other than one in which
stockholders of Maker own a majority by voting power of the
outstanding shares of the surviving or acquiring corporation); or
(ii) a sale, lease, transfer, exclusive license or other
disposition of all or substantially all of the assets of
Maker.
3. Prepayment.
This Note may be prepaid without penalty at the option of the Maker
at any time.
4.
Default.
If any of the following events (each, an “Event of
Default” and collectively, “Events of
Default”) shall occur:
a.
the Maker shall
default in the payment of any part of the principal of, or accrued
and unpaid interest on, this Note;
b.
the Maker shall
breach or default in the performance of any covenant or warranty of
the Maker this Note, and continuance of such breach for a period of
thirty (30) days after there has been given, by registered or
certified mail, to Maker by the Payee of this Note, a written
notice specifying such breach or default and requiring it to be
remedied;
c.
any Insolvency or
Liquidation Proceeding occurs in respect of Maker or any of its
subsidiaries;
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d.
a court having
jurisdiction in the premises shall enter a decree or order for
relief in respect of Maker in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of
the Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and such decree or
order shall remain unstayed and in effect for a period of thirty
(30) consecutive days; or
e.
the Maker shall
commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for relief in an involuntary case
under any such law, or shall consent to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) of the Maker or
for any substantial part of its property, or shall make any general
assignment for the benefit of creditors, or shall fail generally to
pay its debts as they become due, or shall take any corporate
action in furtherance of any of the foregoing;
then
and in any such event the Payee of this Note may at any time
(unless all defaults theretofore or thereupon shall have been
remedied) at its option, by written notice to the Maker, declare
this Note to be due and payable, whereupon the same shall forthwith
mature and become due and payable as at the date the Maker receives
such written notice from the Payee without presentment, demand,
protest or other notice, all of which are hereby
waived.
When
used herein, “Insolvency or
Liquidation Proceeding” means (i) any insolvency or
bankruptcy case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding, relative to the
Maker or to its creditors, as such, or to its assets, or (ii) any
liquidation, dissolution, reorganization or winding up of the
Maker, whether voluntary or involuntary and whether or not
involving insolvency or bankruptcy, or (iii) any assignment for the
benefit of creditors or any other marshaling of assets and
liabilities of the Maker.
5. Remedies
on and Notices of Default. In case any one or more Events of
Default shall occur, the Payee may proceed to protect and enforce
the rights of such Payee by a suit in equity, action at law or
other appropriate proceeding, whether for the specific performance
of any agreement contained in this Note, or for an injunction
against a violation of any of the terms or provisions hereof or
thereof, or in aid of the exercise of any power granted hereby or
thereby or by law. In case of default under this Note, the Maker
will pay to the Payee such further amount as shall be sufficient to
cover the reasonable cost and expense of enforcement, including,
without limitation, reasonable attorneys’ fees. No course of
dealing and no delay on the part of the Payee in exercising any
right shall operate as a waiver thereof or otherwise prejudice such
Payees’s rights. No remedy conferred by this Note upon the
Payee shall be exclusive of any other remedy referred to herein or
now or hereafter available at law, in equity, by statute or
otherwise.
6.
Miscellaneous.
a.
No waiver of any
term or condition of this Note shall be construed to be a waiver of
any succeeding breach of the same term or condition. No failure or
delay of Payee to exercise any power hereunder, or it insists upon
strict compliance by Maker of any obligations hereunder, and no
custom or other practice at variance with the terms hereof shall
constitute a waiver of the right of Payee to demand exact
compliance with such terms.
b.
In the event any
provision contained in this Note shall, for any reason, be held
invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision
of this Note, and this Note shall be construed as if such invalid,
illegal or unenforceable provision had never been contained
herein.
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c.
This Note shall be
binding upon Maker, its legal representatives, successors and
assigns, and inure to the benefit of Payee, its legal
representatives, successors and assigns.
d.
The validity,
interpretation, construction and performance of this Note, 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 Nevada,
without giving effect to principles of conflicts of law. For
purposes of litigating any dispute that may arise directly or
indirectly from this Note, the parties hereby submit and consent to
the exclusive jurisdiction of the State of Arkansas and agree that
any such litigation shall be conducted only in the courts of
Arkansas or the federal courts of the United States located in
Arkansas and no other courts.
e.
This Note may be
amended only by an instrument in writing and executed by the party
against which enforcement of the amendment is sought.
f.
All section and
subsection headings herein, wherever they appear, are for
convenience only and shall not affect the construction of any terms
herein
6. Notices.
All notices, request, demands and other communications required or
permitted to be given hereunder shall be sufficiently given if
addressed to the addresses as set forth above, posted in the U.S.
Mail by certified or registered mail, return receipt requested or
by overnight mail, including appropriate receipts. Any party may
change said address by giving the other party hereto notice of such
change of address. Notice given as hereinabove prescribed shall be
deemed given on the date of its deposit in the U.S. Mail or with
the overnight delivery service.
7. Conformity
with Law. It is the intention of the Maker and of the Payee
to conform strictly to applicable usury and similar laws.
Accordingly, notwithstanding anything to the contrary in this Note,
it is agreed that the aggregate of all charges which constitute
interest under applicable usury and similar laws that are contract
for, chargeable or receivable under or in respect of this Note,
shall under no circumstances exceed the maximum amount of interest
permitted by such laws, and any excess, whether occasioned by
acceleration or maturity of this Note or otherwise, shall be
canceled automatically, and if theretofore paid, shall be either
refunded to the Maker or credited on the principal amount of this
Note.
IN WITNESS WHEREOF, the undersigned has
caused this Promissory Note to be executed by its duly authorized
officer and its seal affixed hereto, as of the day and year first
above written.
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Inuvo, Inc.
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By:
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________________________________
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Wallace
D. Ruiz, Chief Financial Officer
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The foregoing terms and conditions are agreed to by the
Payee:
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__________________________________
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