Common use of Change in Recommendation Clause in Contracts

Change in Recommendation. (i) Neither Inuvo nor the Inuvo Board nor any committee thereof shall (A) (1) withdraw (or qualify or modify in a manner adverse to CPT) or propose to withdraw (or qualify or modify in a manner adverse to CPT), the approval or recommendation by the Inuvo Board or any such committee of this Agreement, the Merger or any of the transactions contemplated by this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Takeover Proposal (either (1) or (2) being a “Change in Recommendation”) or (B) approve, or cause or permit Inuvo or any Subsidiary of Inuvo to enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Takeover Proposal (each, an “Acquisition Agreement”). (ii) Notwithstanding the foregoing, if, at any time after the date hereof and prior to the time that the Required Inuvo Stockholder Vote has been obtained, (x) Inuvo receives a Superior Inuvo Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or the Confidentiality Agreement, and (y) the Inuvo Board determines in good faith after consultation with outside counsel that, in light of such proposal, a failure to make a Change in Recommendation would be inconsistent with the Inuvo Board’s fiduciary duties to Inuvo’s stockholders under applicable Law, Inuvo may, (A) make a Change in Recommendation or (B) terminate this Agreement pursuant to Section 8.1(f), so long as (and only if) (i) Inuvo has complied with this Section 6.12, including subsection (c) below, (ii) the Inuvo Board shall have first provided a Superior Proposal Notice to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal or (y) the Inuvo Board shall have determined in good faith, after consultation with the Inuvo Financial Advisor, that any such proposal by CPT during the Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal, and (iv) concurrently with and as a condition to such termination, the Inuvo Board causes Inuvo to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement that are proposed by CPT. A “Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that the Inuvo Board is prepared to make a Change in Recommendation or accept a Superior Inuvo Proposal, specifying the terms and conditions of such Superior Inuvo Proposal, attaching the material terms of the Superior Inuvo Proposal and identifying the Person making such Superior Inuvo Proposal (it being understood and agreed that any material amendment to the price or any other material term of such Superior Inuvo Proposal shall require a new Superior Proposal Notice and a new Proposal Period, as provided above).

Change in Recommendation. (ia) Neither Inuvo nor Prior to the Inuvo earlier of the Acceptance Time and the termination of this Agreement pursuant to Section 8.1, neither the Company Board nor any committee thereof shall shall, except as permitted by Section 6.2 or Section 6.3(b): (Ai) (1) withdraw (withdraw, modify, amend or qualify the Company Board Recommendation; (ii) approve, adopt or modify recommend or declare advisable any Acquisition Proposal (any action described in a manner adverse to CPTclause (i) or propose to withdraw clause (or qualify or modify in a manner adverse to CPT), the approval or recommendation by the Inuvo Board or any such committee of this Agreement, the Merger or any of the transactions contemplated by this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Takeover Proposal (either (1) or (2ii) being referred to as a “Change in Recommendation”) ); or (Biii) approve, or cause or permit Inuvo or any Subsidiary of Inuvo the Company to enter into, into any letter of intent, agreement contract (other than an Acceptable Confidentiality Agreement entered into in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Takeover compliance with Section 6.2(a)) contemplating an Acquisition Proposal (eachany such contract, an “Alternative Acquisition Agreement”). (iib) Notwithstanding anything to the foregoing, ifcontrary contained in this Agreement, at any time after the date hereof and prior to the time that Acceptance Time, the Required Inuvo Stockholder Vote has been obtained, Company Board may: (xi) Inuvo receives make a Superior Inuvo Change in Recommendation in response to an Acquisition Proposal that and/or cause the Company to enter into an Alternative Acquisition Agreement concerning an Acquisition Proposal if: (A) such Acquisition Proposal did not result from arise out of or relate to a breach of Section 6.2; (B) the Company Board (or a deemed breach (pursuant to Section 6.12(a)(iv)committee thereof) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or the Confidentiality Agreement, and (y) the Inuvo Board determines in good faith (I) after consultation with the Company’s outside legal counsel thatand financial advisor, that such Acquisition Proposal constitutes a Superior Proposal and (II) after consultation with the Company’s outside legal counsel, that in light of such proposalAcquisition Proposal, a failure to make a Change in Recommendation and/or to cause the Company to enter into an Alternative Acquisition Agreement concerning such Acquisition Proposal would be inconsistent with the Inuvo Company Board’s fiduciary duties to Inuvo’s stockholders obligations under applicable Law; (C) the Company delivers to Parent a written notice (the “Superior Proposal Notice”) that states that the Company Board intends to take such action and, Inuvo mayin the event the Company Board intends to cause the Company to enter into an Alternative Acquisition Agreement, (A) make incudes a Change in Recommendation or (B) terminate this Agreement pursuant to Section 8.1(f)summary of the material terms and conditions of such Alternative Acquisition Agreement, so long as provided that the Company must promptly (and only ifin no event later than twenty-four (24) (ihours) Inuvo has complied with this Section 6.12, including subsection (c) below, (ii) provide an update to the Inuvo Board shall have first provided a Parent if the Company’s intention to enter into the Alternative Acquisition Agreement referred to in such Superior Proposal Notice to CPT, shall change at any time after giving such notification; (iiiD) either (x) within during the five (5) Business Days after day period commencing on the date of Parent’s receipt of such Superior Proposal Notice Notice, the Company shall have made its representatives available for the purpose of engaging in negotiations with Parent (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions extent Parent desires to negotiate) regarding a possible amendment of this Agreement or the Offer or a possible alternative transaction so that would cause the Acquisition Proposal that is the subject of the Superior Inuvo Proposal Notice ceases to cease to constitute be a Superior Inuvo Proposal Proposal; (E) after the expiration of the negotiation period described in clause (D) above, the Company Board (or (ya committee thereof) the Inuvo Board shall have determined in good faith, after taking into account any amendments or adjustments to this Agreement and the Offer that Parent and Merger Sub have irrevocably agreed in writing to make as a result of the negotiations contemplated by clause (D) above, that (I) after consultation with the Inuvo Financial AdvisorCompany’s outside legal counsel and financial advisor, that any such proposal by CPT during the Acquisition Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute constitutes a Superior Inuvo Proposal, and (ivII) concurrently after consultation with and as a condition to such terminationthe Company’s outside legal counsel, the Inuvo Board causes Inuvo to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement that are proposed by CPT. A “Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that the Inuvo Board is prepared failure to make a Change in Recommendation or accept a Superior Inuvo and/or enter into such Alternative Acquisition Agreement would be inconsistent with the Company Board’s fiduciary obligations under applicable Law, and (F) in the event that the Company intends to cause the Company to enter into an Alternative Acquisition Agreement concerning an Acquisition Proposal, specifying the terms and conditions Company terminates this Agreement in accordance with Section 8.1(g); provided, however, that, in the event of such Superior Inuvo Proposal, attaching the material terms of the Superior Inuvo Proposal and identifying the Person making such Superior Inuvo Proposal (it being understood and agreed that any material amendment or adjustment to the price or terms of any other material term of such Superior Inuvo Proposal Proposal, the Company shall require a new deliver an additional Superior Proposal Notice and comply again with clauses (C) through (E) of this Section 6.3(b)(i); or (ii) make a new Change in Recommendation not related to an Acquisition Proposal Periodif: (A) any Effect arises after the date hereof affecting the Company that (I) does not relate to any Acquisition Proposal (which, for the purposes of the “Intervening Event” definition, shall be read without reference to the percentage thresholds set forth in the definition thereof), (II) does not relate to any change in the price, or change in trading volume, of the Company Common Stock and (III) was not known to or reasonably foreseeable by the Company Board prior to or as provided of the date hereof (or if known, the material consequences of which were not known or reasonably foreseeable) (any such “Effect” that meets the requirements of clauses (I) through (III) of this Section 6.3(b)(ii)(A) referred to as an “Intervening Event”); (B) the Company Board (or a committee thereof) determines in good faith, after consultation with its outside legal counsel, that, in light of such Intervening Event, a failure to effect a Change in Recommendation would be in consistent with the Company Board’s fiduciary obligations under applicable Law; (C) such Change in Recommendation is not effected prior to the fifth (5th) day after Parent receives written notice (the “Intervening Event Notice”) from the Company confirming that the Company Board intends to effect such Change in Recommendation; (D) during such five (5) day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend or adjust this Agreement or the Offer or enter into an alternative transaction; and (E) at the end of such five (5) day period, the Company Board (or a committee thereof) determines in good faith, after consultation with its outside legal counsel and after taking into account any amendments or adjustments to this Agreement and the Offer that Parent and Merger Sub have irrevocably agreed in writing to make as a result of the negotiations contemplated by clause (D) above), that, in light of such Intervening Event, a failure to effect a Change in Recommendation would be inconsistent with the Company Board’s fiduciary obligations under applicable Law.

Change in Recommendation. Notwithstanding Section 6.1(b), the Receiving Party may (i) Neither Inuvo nor the Inuvo Board nor any committee thereof shall enter into an agreement (Aother than a confidentiality agreement contemplated by subsection 6.1(b)(ii)A hereof) with respect to an Acquisition Proposal that is a Superior Proposal and/or (1ii) withdraw (withdraw, modify or qualify or modify in a manner adverse to CPT) or propose to withdraw (or qualify or modify in a manner adverse to CPT), the its approval or recommendation by the Inuvo Board or any such committee of this Agreement, the Merger or any of the transactions contemplated by this Agreement Arrangement and recommend or approve an Acquisition Proposal that is a Superior Proposal, provided: (2i) approve or recommend, or propose to approve or recommend, any Inuvo Takeover Proposal (either (1the Receiving Party shall have complied with its obligations under Section 4.1(e) or (2) being a “Change in Recommendation”) or (B) approveSection 4.2(e), or cause or permit Inuvo or any Subsidiary of Inuvo to enter intoas the case may be, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Takeover Proposal (each, an “Acquisition Agreement”).and under this Section 6.1; (ii) Notwithstanding the foregoing, if, at any time after the date hereof and prior to the time that the Required Inuvo Stockholder Vote Receiving Party Board has been obtained, (x) Inuvo receives a Superior Inuvo Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or the Confidentiality Agreement, and (y) the Inuvo Board determines in good faith after consultation with outside counsel that, in light of such proposal, a failure to make a Change in Recommendation would be inconsistent with the Inuvo Board’s fiduciary duties to Inuvo’s stockholders under applicable Law, Inuvo may, (A) make a Change in Recommendation or (B) terminate this Agreement pursuant to Section 8.1(f), so long as (and only if) (i) Inuvo has complied with this Section 6.12, including subsection (c) below, (ii) the Inuvo Board shall have first provided a Superior Proposal Notice to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal or (y) the Inuvo Board shall have determined in good faithdetermined, after consultation with the Inuvo Financial Advisorits outside legal and financial advisors, that any such proposal by CPT during the Acquisition Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute is a Superior Inuvo Proposal, ; (iii) the Receiving Party has delivered written notice to the Notified Party of the determination of the Receiving Party Board that the Acquisition Proposal is a Superior Proposal and (iv) concurrently with and as a condition of the intention of the Receiving Party Board to approve or recommend such termination, Superior Proposal and/or of the Inuvo Board causes Inuvo Receiving Party to enter into an Acquisition Agreement with such Person agreement with respect to such Superior Inuvo Proposal, together with a copy of such agreement executed by the person making such Superior Proposal that is capable of acceptance by the Receiving Party and to pay a summary of the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during valuation analysis attributed by the Proposal Period, Inuvo and Inuvo Representatives shall negotiate Receiving Party Board in good faith to any non-cash consideration included in such Acquisition Proposal after consultation with CPT its financial advisors (the “Superior Proposal Notice”); (iv) at least five Business Days have elapsed since the date the Superior Proposal Notice was received by the Notified Party, which five Business Day period is referred to as the “Match Period” and the CPT Representatives regarding any revisions exclusivity period in Section 4.1(e) or Section 4.2(e), as the case may be, shall automatically be extended so as to terminate no earlier than the second Business Day after the end of the Match Period; (v) if the Notified Party has offered to amend the terms of the Arrangement and this Agreement during the Match Period pursuant to paragraph (d) below, such Acquisition Proposal continues to be a Superior Proposal compared to the amendment to the terms of the transactions contemplated by Arrangement and this Agreement that are proposed offered by CPT. A “Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that the Inuvo Board is prepared to make a Change Notified Party at the termination of the Match Period; and (vi) the Receiving Party terminates this Agreement in Recommendation or accept a Superior Inuvo Proposal, specifying compliance with the terms of this Section 6.1 and conditions of such Superior Inuvo Proposalthe Receiving Party has previously paid or, attaching concurrently with termination, pays in cash the material terms of the Superior Inuvo Proposal and identifying the Person making such Superior Inuvo Proposal (it being understood and agreed that any material amendment termination payment referred to in Section 6.3 to the price or any other material term of such Superior Inuvo Proposal shall require a new Superior Proposal Notice and a new Proposal Period, as provided above)Notified Party.

Change in Recommendation. (i) Neither Inuvo the Company nor the Inuvo Company Board nor any committee thereof shall (A) (1) withdraw (or qualify or modify in a manner adverse to CPT) modify, or propose to withdraw (or qualify or modify in a manner adverse to CPT), the approval or recommendation by the Inuvo Company Board or any such committee of this Agreement, the Offer or the Merger or any of the transactions contemplated by this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Company Takeover Proposal (either (1) or (2) being a “Change in Recommendation”) or (B) approve, or cause or permit Inuvo the Company or any Company Subsidiary of Inuvo to enter into, into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Takeover Proposal (each, an “Acquisition Agreement”)) relating to any Company Takeover Proposal. (ii) Notwithstanding the foregoing, ifthe Company may, at any time after the date hereof and prior to the time extent that the Required Inuvo Stockholder Vote has been obtained, (x) Inuvo receives a Superior Inuvo Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or the Confidentiality Agreement, and (y) the Inuvo Company Board determines in good faith after consultation with outside counsel that, in light of such proposal, that a failure to make a Change in Recommendation do so would be inconsistent with the Inuvo Board’s fiduciary duties to Inuvo’s stockholders obligations of the Company Board under applicable Law, Inuvo mayLaws, (A) make a Change in Recommendation or (B) at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, in response to a Superior Company Proposal that was not solicited by or on behalf of the Company or any Company Subsidiary and did not otherwise result from a breach of Section 6.10(a), terminate this Agreement pursuant to Section 8.1(f), 8.1(e) so long as (and only if) (i) Inuvo has complied with this Section 6.12, including subsection (c) below, (ii) the Inuvo Board shall have first provided a Superior Proposal Notice to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal or (y) the Inuvo Board shall have determined in good faith, after consultation with the Inuvo Financial Advisor, that any such proposal by CPT during the Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal, and (iv) concurrently with and as a condition to or immediately after such termination, the Inuvo Company Board causes Inuvo the Company to accept such Superior Company Proposal and enter into an Acquisition Agreement with respect thereto; provided, however, that such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives determination shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions not be made prior to the terms fifth Business Day following receipt by Parent of the transactions contemplated by this Agreement that are proposed by CPTa Superior Proposal Notice. A “Superior Proposal Notice” means a written notice to CPT Parent from Inuvo the Company advising CPT Parent that the Inuvo Company Board is prepared to make a Change in Recommendation or accept a Superior Inuvo Company Proposal, specifying the terms and conditions of such Superior Inuvo Proposal, attaching the material terms of the Superior Inuvo Company Proposal and identifying the Person person making such Superior Inuvo Company Proposal (it being understood and agreed that any material amendment to the price or any other material term of such Superior Inuvo Company Proposal shall require a new Superior Proposal Notice and a new Proposal Periodfive (5) Business Day period, as provided above). During the three (3) Business Day period following receipt of the Superior Company Proposal (the “Negotiation Period”), the Company shall negotiate in good faith with Parent to make such revisions to the terms and conditions of this Agreement as would permit the Company Board not to make a Change in Recommendation or accept a Superior Company Proposal; provided that, in the event the Person making a Superior Company Proposal revises such Superior Company Proposal in response to revisions proposed by Parent, the Company shall notify and provide a copy to Parent of such revised Superior Company Proposal within 24 hours of receipt thereof and the Parent and Company shall enter into a Negotiation Period during the two (2) Business Day period following delivery of such revised Superior Company Proposal to Parent. If Parent proposes no such revisions during such period as would permit the Company Board not to make a Change in Recommendation, then the Company and the Company Board may take such actions described in (A) and (B) above if after consultation with the Company’s financial advisors and outside legal counsel, the Company Board shall have determined in good faith that the third party’s proposal remains a Superior Company Proposal (even in light of any of Parent’s revised proposals) and that, after consultation with its outside legal counsel, the failure to make a Change in Recommendation would be inconsistent with its fiduciary duties under applicable law.

Change in Recommendation. (i) Neither Inuvo the Company nor the Inuvo Company Board nor any committee thereof shall (A) (1) withdraw (or qualify or modify in a manner adverse to CPT) modify, or propose to withdraw (or qualify or modify in a manner adverse to CPT), the approval or recommendation by the Inuvo Company Board or any such committee of this Agreement, the Offer or the Merger or any of the transactions contemplated by this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Company Takeover Proposal (either (1) or (2) being a “Change in Recommendation”) or (B) approve, or cause or permit Inuvo the Company or any Company Subsidiary of Inuvo to enter into, into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Takeover Proposal (each, an “Acquisition Agreement”)) relating to any Company Takeover Proposal. (ii) Notwithstanding the foregoing, ifthe Company may, at any time after the date hereof and prior to the time extent that the Required Inuvo Stockholder Vote has been obtained, (x) Inuvo receives a Superior Inuvo Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or the Confidentiality Agreement, and (y) the Inuvo Company Board determines in good faith after consultation with outside counsel that, in light of such proposal, that a failure to make a Change in Recommendation do so would be inconsistent with the Inuvo Board’s fiduciary duties to Inuvo’s stockholders obligations of the Company Board under applicable Law, Inuvo mayLaws, (A) make a Change in Recommendation or (B) at any time prior to the acceptance for payment of shares of Company Common Stock pursuant to the Offer, in response to a Superior Company Proposal that was not solicited by or on behalf of the Company or any Company Subsidiary and did not otherwise result from a breach of Section 6.10(a), terminate this Agreement pursuant to Section 8.1(f), 8.1(e) so long as (and only if) (i) Inuvo has complied with this Section 6.12, including subsection (c) below, (ii) the Inuvo Board shall have first provided a Superior Proposal Notice to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal or (y) the Inuvo Board shall have determined in good faith, after consultation with the Inuvo Financial Advisor, that any such proposal by CPT during the Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal, and (iv) concurrently with and as a condition to or immediately after such termination, the Inuvo Company Board causes Inuvo the Company to accept such Superior Company Proposal and enter into an Acquisition Agreement with respect thereto; provided, however, that such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives determination shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions not be made prior to the terms fifth Business Day following receipt of the transactions contemplated by this Agreement that are proposed by CPTa Superior Proposal Notice thereafter. A “Superior Proposal Notice” means a written notice to CPT Parent from Inuvo the Company advising CPT Parent that the Inuvo Company Board is prepared to make a Change in Recommendation or accept a Superior Inuvo Company Proposal, specifying the terms and conditions of such Superior Inuvo Proposal, attaching the material terms of the Superior Inuvo Company Proposal and identifying the Person person making such Superior Inuvo Company Proposal (it being understood and agreed that any material amendment to the price or any other material term of such Superior Inuvo Company Proposal shall require a new Superior Proposal Notice and a new Proposal Periodfive Business Day period, as provided above). In determining whether to make a Change in Recommendation or to accept a Superior Company Proposal, the Company Board shall give effect to any changes to the terms of this Agreement proposed by Parent following receipt of such written notice.

Change in Recommendation. (i) Neither Inuvo nor Except as set forth below, neither the Inuvo Board of Directors of the Company nor any committee thereof shall (Ai) (1A) withdraw (or qualify or modify in a any manner adverse to CPT) the Purchaser), or propose publicly to withdraw (or qualify or modify in a any manner adverse to CPTthe Purchaser), the approval Company Recommendation or any other approval, recommendation or declaration of advisability by the Inuvo Board of Directors of the Company or any such committee of this Agreement, the Merger or any of the transactions contemplated by thereof with respect to this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Takeover Proposal (either (1) or (2) being a “Change in Recommendation”) or (B) approve, recommend or cause declare advisable, or permit Inuvo propose publicly to approve, recommend or declare advisable, any Acquisition Proposal (any action in this clause (i) being referred to as a “Adverse Recommendation Change”) or (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, or allow the Company, the Bank, or any Subsidiary of Inuvo their Affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other similar agreement relating to any Inuvo Takeover Proposal or arrangement (each, an “Acquisition Agreement”) constituting or related to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal, or requiring, or reasonably expected to cause, the Company or the Bank to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the transactions contemplated by this Agreement, or requiring, or reasonably expected to cause, the Company or the Bank to fail to comply with this Agreement (other than a confidentiality agreement referred to in Section 3.4(a). (ii) ). Notwithstanding the foregoing, if, at any time after the date hereof and prior to obtaining the time that approval of the Required Inuvo Stockholder Vote has been obtainedShareholder Proposal (other than the proposal set forth in clause (1)(iii) of the definition of “Shareholder Proposal”), (x) Inuvo receives the Board of Directors of the Company may make an Adverse Recommendation Change in favor of a Superior Inuvo Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative if the Board of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or Directors of the Confidentiality Agreement, and (y) the Inuvo Board Company determines in good faith (after consultation with outside counsel that, in light and a financial advisor of such proposal, a nationally recognized reputation) that the failure to make a Change in Recommendation do so would be inconsistent with the Inuvo Board’s a breach of its fiduciary duties to Inuvo’s stockholders under applicable Law; provided, Inuvo mayhowever, that the Company shall not be entitled to exercise its right to make an Adverse Recommendation Change until after the second Business Day following the Purchaser’s receipt of written notice (Aa “Notice of Recommendation Change”) make a Change in Recommendation or (B) terminate this Agreement pursuant from the Company advising the Purchaser that the Board of Directors of the Company intends to Section 8.1(f), so long as (take such action and only if) (i) Inuvo has complied with this Section 6.12specifying the reasons therefor, including subsection (c) below, (ii) the Inuvo Board shall have first provided a Superior Proposal Notice to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal or (y) that is the Inuvo Board shall have determined in good faith, after consultation with the Inuvo Financial Advisor, that any such proposal by CPT during the Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal, and (iv) concurrently with and as a condition to such termination, the Inuvo Board causes Inuvo to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions to the terms basis of the transactions contemplated proposed action by this Agreement that are proposed by CPT. A “Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that the Inuvo Board is prepared to make a Change in Recommendation or accept a Superior Inuvo Proposal, specifying the terms and conditions of such Superior Inuvo Proposal, attaching the material terms Directors of the Superior Inuvo Proposal and identifying the Person making such Superior Inuvo Proposal Company (it being understood and agreed that any material amendment to the price or any other material term of such Superior Inuvo Proposal shall require a new Superior Proposal Notice of Recommendation Change and a new Proposal Periodtwo business-day period). In determining whether to make an Adverse Recommendation Change, as provided above)the Board of Directors of the Company shall take into account any changes to the terms of this Agreement proposed by the Purchaser in response to a Notice of Recommendation Change or otherwise.

Change in Recommendation. Solely in response to the receipt of a bona fide written Alternative Transaction Proposal that was not solicited in, or submitted as a result of a, violation of Section 5.2(a)(i) hereof that the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisors, to be a Superior Proposal, the Company Board may make a Change in Recommendation, if all of the following conditions in clauses (i) Neither Inuvo nor through (vi) are met: (i) the Inuvo Board nor any committee thereof shall (A) (1) withdraw (or qualify or modify in a manner adverse to CPT) or propose to withdraw (or qualify or modify in a manner adverse to CPT), the approval or recommendation by the Inuvo Board or any such committee of this Agreement, the Merger or any of the transactions contemplated by this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Takeover Superior Proposal (either (1) or (2) being a “Change in Recommendation”) or (B) approve, or cause or permit Inuvo or any Subsidiary of Inuvo to enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Takeover Proposal (each, an “Acquisition Agreement”).has been made and has not been withdrawn; (ii) Notwithstanding the foregoing, if, at any time after the date hereof and prior to the time that the Required Inuvo Company Stockholder Vote Approval has not yet been obtained; (iii) the Company has (A) provided to Acquiror three Business Days’ prior written notice which shall state expressly (1) that it has received a Superior Proposal, (x2) Inuvo receives the material terms and conditions of the Superior Proposal, a copy of all negotiated draft agreements relating thereto, and the identity of the Person or Group of Persons making the Superior Inuvo Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or the Confidentiality AgreementProposal, and (y3) the Inuvo Board determines in good faith after consultation with outside counsel that, in light of such proposal, a failure that it intends to make effect a Change in Recommendation would be inconsistent with and the Inuvo Board’s fiduciary duties manner in which it intends to Inuvo’s stockholders under applicable Lawdo so, Inuvo may, (A) make a Change in Recommendation or (B) terminate provided to Acquiror (to the extent not previously provided) a copy of all non-public information made available to the Person or Group making the Superior Proposal in connection with such Superior Proposal, and (C) during the aforementioned three Business Day period, if requested by Acquiror, engaged in good faith negotiations with Acquiror with respect to any amendments Acquiror proposes to make to this Agreement pursuant such that the Superior Proposal would no longer be a Superior Proposal; (iv) Acquiror shall not have, within the aforementioned three Business Day period, made, and not withdrawn, a bona fide written offer that the Company Board has in good faith determined (after consultation with its outside legal counsel and its financial advisor) results in the Alternative Transaction Proposal that had been determined to Section 8.1(f), so long as (and only if) (i) Inuvo has complied with this Section 6.12, including subsection (c) below, (ii) the Inuvo Board shall have first provided be a Superior Proposal Notice to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute no longer being a Superior Inuvo Proposal or Proposal; and (yv) the Inuvo Company Board shall have has determined in good faith, after consultation with its outside legal counsel, that, in light of such Superior Proposal and the Inuvo Financial Advisor, that results of any such proposal negotiations with Acquiror as contemplated by CPT during the Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal, subsection (iii) above and any bona fide written offer from Acquiror contemplated by subsection (iv) concurrently with and as a condition to such terminationabove, the Inuvo Board causes Inuvo to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement that are proposed by CPT. A “Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that the Inuvo Company Board is prepared required to make effect a Change in Recommendation or accept a Superior Inuvo Proposal, specifying the terms and conditions of such Superior Inuvo Proposal, attaching the material terms of the Superior Inuvo Proposal and identifying the Person making such Superior Inuvo Proposal (it being understood and agreed that any material amendment to comply with its fiduciary duties to the price or any other material term of such Superior Inuvo Proposal shall require a new Superior Proposal Notice and a new Proposal Period, as provided above)Company Stockholders under Applicable Law.

Change in Recommendation. (i) Neither Inuvo nor the Inuvo The Board nor any committee thereof of Directors shall (A) (1) withdraw not make a Change in Recommendation in response to an Acquisition Proposal (or qualify or modify in a manner adverse terminate this Agreement pursuant to CPT) or propose to withdraw (or qualify or modify in a manner adverse to CPTSection 10.01(d)(i)), unless (i) such Acquisition Proposal constitutes a Superior Proposal, (ii) the approval or recommendation Company promptly notifies Parent, in writing at least 48 hours (but in no event less than one Business Day) before taking that action, of its intention to do so and attaching the most current version of the proposed agreement, to the extent available, under which such Superior Proposal is proposed to be consummated and the identity of the third party making the Acquisition Proposal, (iii) if requested by Parent, the Inuvo Board or any Company shall have negotiated in good faith with Parent during such committee period to enable Parent to propose changes to the terms of this Agreement, Agreement that would cause such Superior Proposal to no longer constitute a Superior Proposal and (iv) the Merger or Board of Directors shall have considered in good faith (after consultation with a financial advisor of nationally recognized reputation and outside legal counsel) any of the transactions contemplated by changes to this Agreement or proposed in writing by Parent (2) approve or recommend, or propose it being understood and agreed that any amendment to approve or recommend, any Inuvo Takeover Proposal (either (1) or (2) being a “Change in Recommendation”) or (B) approve, or cause or permit Inuvo or any Subsidiary of Inuvo to enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement the financial terms or other similar agreement relating to any Inuvo Takeover material terms of such Superior Proposal (each, an “Acquisition Agreement”shall require a new written notification from the Company and a new period under this Section 6.04(d)(i)). (ii) Notwithstanding Further, the foregoing, if, at any time after the date hereof and prior to the time that the Required Inuvo Stockholder Vote has been obtained, (x) Inuvo receives a Superior Inuvo Proposal that did Board of Directors shall not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or the Confidentiality Agreement, and (y) the Inuvo Board determines in good faith after consultation with outside counsel that, in light of such proposal, a failure to make a Change in Recommendation would be inconsistent with the Inuvo Board’s fiduciary duties in response to Inuvo’s stockholders under applicable Lawan Intervening Event, Inuvo may, (A) make a Change in Recommendation or (B) terminate this Agreement pursuant to Section 8.1(f), so long as (and only if) unless (i) Inuvo has complied with this Section 6.12the Company promptly notifies Parent, including subsection in writing at least 48 hours (cbut in no event less than one Business Day) belowbefore taking that action, of its intention to do so and its basis and rationale for proposing to take such action, (ii) if requested by Parent, the Inuvo Board Company shall have first provided a Superior Proposal Notice negotiated in good faith with Parent during such period to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments enable Parent to propose changes to the terms and conditions of this Agreement that would cause obviate the Superior Inuvo Proposal need for the Board of Directors to cease to constitute a Superior Inuvo Proposal or take such action and (yiii) the Inuvo Board of Directors shall have determined considered in good faith, faith (after consultation with the Inuvo Financial Advisor, that a financial advisor of nationally recognized reputation and outside legal counsel) any such proposal by CPT during the Proposal Period does not cause the Superior Inuvo Proposal changes to cease to constitute a Superior Inuvo Proposal, and (iv) concurrently with and as a condition to such termination, the Inuvo Board causes Inuvo to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement that are proposed in writing by CPT. A “Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that the Inuvo Board is prepared to make a Change in Recommendation or accept a Superior Inuvo Proposal, specifying the terms and conditions of such Superior Inuvo Proposal, attaching the material terms of the Superior Inuvo Proposal and identifying the Person making such Superior Inuvo Proposal Parent (it being understood and agreed that any material amendment change to the price or any other material term of facts and circumstances relating to such Superior Inuvo Proposal Intervening Event shall require a new Superior Proposal Notice written notification from the Company and a new Proposal Period, as provided aboveperiod under this Section 6.04(d)(ii)).

Change in Recommendation. (i) Neither Inuvo nor Notwithstanding anything in this Agreement to the Inuvo contrary, prior to the time the ▇▇▇ Unitholder Approval is obtained, the ▇▇▇ Special Committee or the ▇▇▇ GP Board nor any committee thereof shall (A) (1) withdraw (may withdraw, modify or qualify the ▇▇▇ Special Committee Recommendation or modify the ▇▇▇ GP Board Recommendation, as applicable, in a any manner adverse to CPT) or propose to withdraw (or qualify or modify in a manner adverse to CPT), the approval or recommendation by the Inuvo Board WGP or any other party (any such committee of this Agreementaction, the Merger or any of the transactions contemplated by this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Takeover Proposal (either (1) or (2) being a “▇▇▇ Change in Recommendation”) or (B) approve, or cause or permit Inuvo or any Subsidiary of Inuvo in response to enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Takeover Proposal (each, an “Acquisition Agreement”). (ii) Notwithstanding Intervening Event if the foregoing, if, at any time after the date hereof and prior to the time that the Required Inuvo Stockholder Vote has been obtained, (x) Inuvo receives a Superior Inuvo Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), ▇▇▇ Special Committee or the Confidentiality Agreement, and (y) the Inuvo ▇▇▇ GP Board determines has reasonably determined in good faith faith, after consultation with outside legal counsel thatand its financial advisor, in light of such proposalif any, a that the failure to make a Change in Recommendation take such action would be inconsistent with the Inuvo Board’s fiduciary its duties to Inuvo’s stockholders under applicable Law, Inuvo mayas modified by the ▇▇▇ Partnership Agreement; provided, (A) make however, that a ▇▇▇ Change in Recommendation or may not be made unless and until ▇▇▇ has given WGP written notice of such action and the basis thereof five days in advance (B) terminate this Agreement unless at the time such notice is otherwise required to be given there are fewer than five days prior to the expected date of the ▇▇▇ Unitholders Meeting, as may be adjusted pursuant to Section 8.1(f7.1, in which case such notice shall be provided as far in advance as practicable), so long which notice shall set forth in writing that the ▇▇▇ Special Committee or the ▇▇▇ GP Board, as applicable, intends to consider whether to take such action and a reasonably detailed description of the material events giving rise to the Intervening Event. After giving such notice and prior to effecting such ▇▇▇ Change in Recommendation, ▇▇▇ shall negotiate in good faith with WGP (and only ifto the extent WGP wishes to negotiate) to make such revisions to the terms of this Agreement as would permit the ▇▇▇ Special Committee or the ▇▇▇ GP Board, as applicable, not to effect a ▇▇▇ Change in Recommendation in response thereto. At the end of the five-day period (i) Inuvo has complied with or such shorter period as is permitted by this Section 6.12, including subsection (c) below, (ii) the Inuvo Board shall have first provided a Superior Proposal Notice to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”7.5), CPT prior to taking action to effect a ▇▇▇ Change in Recommendation, the ▇▇▇ Special Committee or the ▇▇▇ GP Board, as applicable, shall not have take into account any changes to the terms of this Agreement proposed (by WGP in writing and any other information offered by WGP in a manner what would be binding on CPT if accepted by Inuvo) any adjustments response to the terms notice, and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal or (y) the Inuvo Board shall have determined in good faith, after consultation with the Inuvo Financial Advisoroutside legal counsel and their respective financial advisors, if any, that any such proposal by CPT during the Proposal Period does not cause the Superior Inuvo Proposal failure to cease to constitute effect a Superior Inuvo Proposal, and (iv) concurrently with and as a condition to such termination, the Inuvo Board causes Inuvo to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement that are proposed by CPT. A “Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that the Inuvo Board is prepared to make a ▇▇▇ Change in Recommendation or accept a Superior Inuvo Proposal, specifying the terms and conditions of in response to such Superior Inuvo Proposal, attaching the material terms of the Superior Inuvo Proposal and identifying the Person making such Superior Inuvo Proposal (it being understood and agreed that any material amendment Intervening Event would continue to the price or any other material term of such Superior Inuvo Proposal shall require a new Superior Proposal Notice and a new Proposal Periodbe inconsistent with its duties under applicable Law, as provided above)modified by the ▇▇▇ Partnership Agreement.

Change in Recommendation. (ia) Neither Inuvo nor Except as otherwise expressly permitted by Section 5.3(b) or Section 5.3(c), neither the Inuvo Company Board nor any committee thereof shall may (i) (A) (1) withdraw (or qualify withdraw, change, qualify, withhold or modify in a manner adverse to CPT) Parent, or propose publicly to withdraw (or qualify withdraw, change, qualify, withhold or modify in a manner adverse to CPT)Parent, the approval Company Board Recommendation, (B) recommend, adopt or approve, or propose publicly to recommend, adopt or approve, any Competing Proposal or (C) in the event a tender offer that constitutes a Competing Proposal subject to Regulation 14D under the Exchange Act is commenced, fail to recommend against such Competing Proposal in a solicitation or recommendation by the Inuvo Board or statement made on Schedule 14D-9 within ten (10) Business Days (any such committee of action described in this Agreement, the Merger or any of the transactions contemplated by this Agreement Section 5.3(a)(i) being referred to as an “Adverse Recommendation Change”) or (2ii) approve or recommend, or propose publicly to approve or recommend, any Inuvo Takeover Proposal (either (1) or (2) being a “Change in Recommendation”) or (B) approve, or cause or permit Inuvo allow the Company or any Subsidiary of Inuvo its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, scheme of arrangement agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement relating constituting or that would reasonably be expected to lead to, any Inuvo Takeover Competing Proposal (each, an “Acquisition Agreement”other than a confidentiality agreement pursuant to Section 4.2(c)). (iib) Notwithstanding anything to the foregoing, ifcontrary in this Agreement, at any time after the date hereof and prior to obtaining the time that Company Shareholder Approval, the Required Inuvo Stockholder Vote Company Board (or a duly authorized committee thereof) may make an Adverse Recommendation Change if the Company has been obtainedreceived a Competing Proposal (other than as a result of a material breach of Section 4.2 or this Section 5.3) and the Company Board (or a duly authorized committee thereof) has determined in good faith, (x) Inuvo receives after consultation with its outside legal counsel and independent financial advisors, that such Competing Proposal constitutes a Superior Inuvo Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or the Confidentiality Agreement, and (y) the Inuvo Board determines in good faith after consultation with its outside counsel thatlegal counsel, in light of such proposal, a that failure to make a an Adverse Recommendation Change in Recommendation would be inconsistent with response to the Inuvo Board’s fiduciary duties to Inuvo’s stockholders under applicable Law, Inuvo may, (A) make a Change in Recommendation or (B) terminate this Agreement pursuant to Section 8.1(f), so long as (and only if) (i) Inuvo has complied with this Section 6.12, including subsection (c) below, (ii) the Inuvo Board shall have first provided a Superior Proposal Notice to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided, however, that the Company Board (or a duly authorized committee thereof) shall not be entitled to exercise its right to make an Adverse Recommendation Change pursuant to this Section 5.3(b) unless (i) the Company has provided to Parent at least four (4) Business Days’ prior notice of its intent to take such action (which notice shall (A) include a copy of the proposed transaction agreements with the Person making such Superior Proposal, and specify the identity of the Person making such Superior Proposal, and (B) inform Parent that the Company intends to make such Company Adverse Recommendation Change at the end of the Superior Proposal Notice Period) (such notice being referred to herein as a “Superior Proposal Notice”) (it being understood and agreed that any such Superior Proposal Notice shall not in itself be deemed an Adverse Recommendation Change); (ii) if requested to do so by Parent, the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during the period starting on the first (1st) Business Day following Parent’s receipt of the Superior Proposal Notice and ending at 11:59 p.m., Washington, D.C. time on the fourth (4th) Business Day following such receipt (such period, a “Superior Proposal Notice Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) regarding any adjustments changes or modifications Parent proposes to make to the terms and conditions of this Agreement such that it would cause the Superior Inuvo such Competing Proposal to cease to no longer constitute a Superior Inuvo Proposal; and (iii) at the end of such Superior Proposal Notice Period, the Company Board (or (ya duly authorized committee thereof) the Inuvo Board shall have determined in good faith, after consultation with the Inuvo Financial Advisor, that its outside legal counsel and independent financial advisors and taking into account any such proposal by CPT during the Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal, and (iv) concurrently with and as a condition to such termination, the Inuvo Board causes Inuvo to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions changes or modifications to the terms of the transactions contemplated by this Agreement that are proposed by CPTParent to the Company in a written, binding and irrevocable offer, that such Competing Proposal still constitutes a Superior Proposal. A “The parties agree that any amendment to the price or other material amendment to the terms of a Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that following the Inuvo Board is prepared to make a Change in Recommendation or accept delivery of a Superior Inuvo Proposal, specifying the terms and conditions Proposal Notice in respect of such Superior Inuvo Proposal shall require delivery of another Superior Proposal Notice to which the provisions of clauses (i)-(iii) of this Section 5.3(b) shall apply mutatis mutandis except that, in the case of such Superior Proposal Notice with respect to an amended Superior Proposal, attaching any references to four (4) Business Days in such clauses shall be deemed to be two (2) Business Days. (c) Notwithstanding anything to the material terms contrary in this Agreement, at any time prior to obtaining the Company Shareholder Approval, the Company Board (or a duly authorized committee thereof) may, in response to an Intervening Event, make an Adverse Recommendation Change if the Company Board (or a duly authorized committee thereof) has determined in good faith, after consultation with its outside legal counsel, that failure to make an Adverse Recommendation Change in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided, however, that the Company Board (or a duly authorized committee thereof) shall not be entitled to exercise its right to make an Adverse Recommendation Change pursuant to this Section 5.3(c) unless (i) the Company has provided to Parent at least four (4) Business Days’ prior notice of its intent to take such action (which notice shall (A) provide a reasonably detailed description of the Superior Inuvo Proposal Intervening Event and identifying (B) inform Parent that the Person making Company intends to make such Superior Inuvo Proposal Company Adverse Recommendation Change at the end of the Intervening Event Notice Period) (such notice being referred to herein as an “Intervening Event Notice”) (it being understood and agreed that any material amendment such Intervening Event Notice shall not in itself be deemed an Adverse Recommendation Change); (ii) if requested to do so by Parent, the Company has negotiated, and has caused its Representatives to negotiate, in good faith with Parent during the period starting on the first (1st) Business Day following Parent’s receipt of the Intervening Event Notice and ending at 11:59 p.m., Washington, D.C. time on the fourth (4th) Business Day following such receipt (such period, an “Intervening Event Notice Period”), regarding any changes or modifications Parent proposes to make to the price or any other material term terms of this Agreement such that it would obviate the need for making an Adverse Recommendation Change in response to such Intervening Event; and (iii) at the end of such Superior Inuvo Proposal shall require a new Superior Proposal Intervening Event Notice and a new Proposal Period, as the Company Board (or a duly authorized committee thereof) shall have determined in good faith, after consultation with its outside legal counsel and taking into account any changes or modifications to the terms of this Agreement proposed by Parent to the Company in a written, binding and irrevocable offer, that failure to make an Adverse Recommendation Change in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law. (d) Nothing contained in this Agreement shall prohibit the Company from (i) making any disclosure in compliance with its obligations required under Rules 14d-9 or 14e-2 promulgated under the Exchange Act; provided abovethat, for purposes of clarity, any such disclosure having the effect contemplated by Section 5.3(a)(i) shall constitute an Adverse Recommendation Change, (ii) making any disclosure to its shareholders in connection with a Competing Proposal if, in the good faith judgment of the Company Board (after consultation with outside legal counsel), failure to so disclose would reasonably be expected to constitute a violation of applicable Law; provided that any such disclosure that fails to reaffirm the Company Board Recommendation shall be deemed to constitute an Adverse Recommendation Change or (iii) making any “stop, look and listen” communication to the shareholders of the Company pursuant to Rule 14d-9(f) under the Exchange Act (which communication shall not, in and of itself, be deemed to constitute an Adverse Recommendation Change).

Change in Recommendation. (ia) Neither Inuvo nor Prior to the Inuvo earlier of the Acceptance Time and the termination of this Agreement pursuant to Section 8.1, neither the Company Board nor any committee thereof shall shall, except as permitted by Section 6.2 or Section 6.3(b): (Ai) (1) withdraw (withdraw, modify, amend or qualify the Company Board Recommendation; (ii) approve, adopt or modify recommend or declare advisable any Acquisition Proposal (any action described in a manner adverse to CPTclause (i) or propose to withdraw clause (or qualify or modify in a manner adverse to CPT), the approval or recommendation by the Inuvo Board or any such committee of this Agreement, the Merger or any of the transactions contemplated by this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Takeover Proposal (either (1) or (2ii) being referred to as a “Change in Recommendation”) ); or (Biii) approve, or cause or permit Inuvo or any Subsidiary of Inuvo the Company to enter into, into any letter of intent, agreement contract (other than an Acceptable Confidentiality Agreement entered into in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Takeover compliance with Section 6.2(a)) contemplating an Acquisition Proposal (eachany such contract, an “Alternative Acquisition Agreement”). (iib) Notwithstanding anything to the foregoing, ifcontrary contained in this Agreement, at any time after the date hereof and prior to the time that Acceptance Time, the Required Inuvo Stockholder Vote has been obtained, Company Board may: (xi) Inuvo receives make a Superior Inuvo Change in Recommendation in response to an Acquisition Proposal that and/or cause the Company to enter into an Alternative Acquisition Agreement concerning an Acquisition Proposal if: (A) such Acquisition Proposal did not result from arise out of or relate to a breach of Section 6.2; (B) the Company Board (or a deemed breach (pursuant to Section 6.12(a)(iv)committee thereof) by Inuvo or any Inuvo Representative of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or the Confidentiality Agreement, and (y) the Inuvo Board determines in good faith (I) after consultation with the Company’s outside legal counsel thatand financial advisor, that such Acquisition Proposal constitutes a Superior Proposal and (II) after consultation with the Company’s outside legal counsel, that in light of such proposalAcquisition Proposal, a failure to make a Change in Recommendation and/or to cause the Company to enter into an Alternative Acquisition Agreement concerning such Acquisition Proposal would be inconsistent with the Inuvo Company Board’s fiduciary duties to Inuvo’s stockholders obligations under applicable Law; (C) the Company delivers to Parent a written notice (the “Superior Proposal Notice”) that states that the Company Board intends to take such action and, Inuvo mayin the event the Company Board intends to cause the Company to enter into an Alternative Acquisition Agreement, (A) make incudes a Change in Recommendation or (B) terminate this Agreement pursuant to Section 8.1(f)summary of the material terms and conditions of such Alternative Acquisition Agreement, so long as provided that the Company must promptly (and only ifin no event later than twenty-four (24) (ihours) Inuvo has complied with this Section 6.12, including subsection (c) below, (ii) provide an update to the Inuvo Board shall have first provided a Parent if the Company’s intention to enter into the Alternative Acquisition Agreement referred to in such Superior Proposal Notice to CPT, shall change at any time after giving such notification; (iiiD) either (x) within during the five (5) Business Days after day period commencing on the date of Parent’s receipt of such Superior Proposal Notice Notice, the Company shall have made its representatives available for the purpose of engaging in negotiations with Parent (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions extent Parent desires to negotiate) regarding a possible amendment of this Agreement or the Offer or a possible alternative transaction so that would cause the Acquisition Proposal that is the subject of the Superior Inuvo Proposal Notice ceases to cease to constitute be a Superior Inuvo Proposal Proposal; (E) after the expiration of the negotiation period described in clause (D) above, the Company Board (or (ya committee thereof) the Inuvo Board shall have determined in good faith, after taking into account any amendments or adjustments to this Agreement and the Offer that Parent and Merger Sub have irrevocably agreed in writing to make as a result of the negotiations contemplated by clause (D) above, that (I) after consultation with the Inuvo Financial AdvisorCompany’s outside legal counsel and financial advisor, that any such proposal by CPT during the Acquisition Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute constitutes a Superior Inuvo Proposal, and (ivII) concurrently after consultation with and as a condition to such terminationthe Company’s outside legal counsel, the Inuvo Board causes Inuvo to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement that are proposed by CPT. A “Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that the Inuvo Board is prepared failure to make a Change in Recommendation or accept a Superior Inuvo and/or enter into such Alternative Acquisition Agreement would be inconsistent with the Company Board’s fiduciary obligations under applicable Law, and (F) in the event that the Company intends to cause the Company to enter into an Alternative Acquisition Agreement concerning an Acquisition Proposal, specifying the terms and conditions Company terminates this Agreement in accordance with Section 8.1(g); provided, however, that, in the event of such Superior Inuvo Proposal, attaching the material terms of the Superior Inuvo Proposal and identifying the Person making such Superior Inuvo Proposal (it being understood and agreed that any material amendment or adjustment to the price or terms of any other material term of such Superior Inuvo Proposal Proposal, the Company shall require a new deliver an additional Superior Proposal Notice and comply again with clauses (C) through (E) of this Section 6.3(b)(i); or (ii) make a new Change in Recommendation not related to an Acquisition Proposal Periodif: (A) any Effect arises after the date hereof affecting the Company that (I) does not relate to any Acquisition Proposal (which, for the purposes of the “Intervening Event” definition, shall be read without reference to the percentage thresholds set forth in the definition thereof), (II) does not relate to any change in the price, or change in trading volume, of the Company Common Stock and (III) was not known to or reasonably foreseeable by the Company Board prior to or as provided of the date hereof (or if known, the ​ material consequences of which were not known or reasonably foreseeable) (any such “Effect” that meets the requirements of clauses (I) through (III) of this Section 6.3(b)(ii)(A) referred to as an “Intervening Event”); (B) the Company Board (or a committee thereof) determines in good faith, after consultation with its outside legal counsel, that, in light of such Intervening Event, a failure to effect a Change in Recommendation would be in consistent with the Company Board’s fiduciary obligations under applicable Law; (C) such Change in Recommendation is not effected prior to the fifth (5th) day after Parent receives written notice (the “Intervening Event Notice”) from the Company confirming that the Company Board intends to effect such Change in Recommendation; (D) during such five (5) day period, if requested by Parent, the Company engages in good faith negotiations with Parent to amend or adjust this Agreement or the Offer or enter into an alternative transaction; and (E) at the end of such five (5) day period, the Company Board (or a committee thereof) determines in good faith, after consultation with its outside legal counsel and after taking into account any amendments or adjustments to this Agreement and the Offer that Parent and Merger Sub have irrevocably agreed in writing to make as a result of the negotiations contemplated by clause (D) above), that, in light of such Intervening Event, a failure to effect a Change in Recommendation would be inconsistent with the Company Board’s fiduciary obligations under applicable Law.

Change in Recommendation. (i) Neither Inuvo nor Except as set forth below, neither the Inuvo Board of Directors of the Company nor any committee thereof shall (Ai) (1A) withdraw (or qualify or modify in a any manner adverse to CPT) the Purchaser), or propose publicly to withdraw (or qualify or modify in a any manner adverse to CPTthe Purchaser), the approval Company Recommendation or any other approval, recommendation or declaration of advisability by the Inuvo Board of Directors of the Company or any such committee of this Agreement, the Merger or any of the transactions contemplated by thereof with respect to this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Takeover Proposal (either (1) or (2) being a “Change in Recommendation”) or (B) approve, recommend or cause declare advisable, or permit Inuvo propose publicly to approve, recommend or declare advisable, any Acquisition Proposal (any action in this clause (i) being referred to as a “Adverse Recommendation Change”) or (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, or allow the Company, the Bank, or any Subsidiary of Inuvo their Affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other similar agreement relating to any Inuvo Takeover Proposal or arrangement (each, an “Acquisition Agreement”) constituting or related to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal, or requiring, or reasonably expected to cause, the Company or the Bank to abandon, terminate, delay or fail to consummate, or that would otherwise impede, interfere with or be inconsistent with, the transactions contemplated by this Agreement, or requiring, or reasonably expected to cause, the Company or the Bank to fail to comply with this Agreement (other than a confidentiality agreement referred to in Section 3.4(a). (ii) ). Notwithstanding the foregoing, if, at any time after the date hereof and prior to obtaining the time that approval of the Required Inuvo Stockholder Vote has been obtainedShareholder Proposal, (x) Inuvo receives the Board of Directors of the Company may make an Adverse Recommendation Change in favor of a Superior Inuvo Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo or any Inuvo Representative if the Board of Section 6.12(a)(i) and/or Section 6.12(a)(ii), or Directors of the Confidentiality Agreement, and (y) the Inuvo Board Company determines in good faith (after consultation with outside counsel that, in light and a financial advisor of such proposal, a nationally recognized reputation) that the failure to make a Change in Recommendation do so would be inconsistent with the Inuvo Board’s a breach of its fiduciary duties to Inuvo’s stockholders under applicable Law; provided, Inuvo mayhowever, that the Company shall not be entitled to exercise its right to make an Adverse Recommendation Change until after the second Business Day following the Purchaser’s receipt of written notice (Aa “Notice of Recommendation Change”) make a Change in Recommendation or (B) terminate this Agreement pursuant from the Company advising the Purchaser that the Board of Directors of the Company intends to Section 8.1(f), so long as (take such action and only if) (i) Inuvo has complied with this Section 6.12specifying the reasons therefor, including subsection (c) below, (ii) the Inuvo Board shall have first provided a Superior Proposal Notice to CPT, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”), CPT shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal or (y) that is the Inuvo Board shall have determined in good faith, after consultation with the Inuvo Financial Advisor, that any such proposal by CPT during the Proposal Period does not cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal, and (iv) concurrently with and as a condition to such termination, the Inuvo Board causes Inuvo to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo agrees that, during the Proposal Period, Inuvo and Inuvo Representatives shall negotiate in good faith with CPT and the CPT Representatives regarding any revisions to the terms basis of the transactions contemplated proposed action by this Agreement that are proposed by CPT. A “Superior Proposal Notice” means a written notice to CPT from Inuvo advising CPT that the Inuvo Board is prepared to make a Change in Recommendation or accept a Superior Inuvo Proposal, specifying the terms and conditions of such Superior Inuvo Proposal, attaching the material terms Directors of the Superior Inuvo Proposal and identifying the Person making such Superior Inuvo Proposal Company (it being understood and agreed that any material amendment to the price or any other material term of such Superior Inuvo Proposal shall require a new Superior Proposal Notice of Recommendation Change and a new Proposal Periodtwo business-day period). In determining whether to make an Adverse Recommendation Change, as provided above)the Board of Directors of the Company shall take into account any changes to the terms of this Agreement proposed by the Purchaser in response to a Notice of Recommendation Change or otherwise.

Change in Recommendation. (i) Neither Inuvo the Company nor the Inuvo Company Board nor any committee thereof shall (A) (1) withdraw (withdraw, modify or qualify or modify in a manner adverse to CPT) qualify, or propose to withdraw (withdraw, modify or qualify or modify in a manner adverse to CPT)qualify, the approval or recommendation by the Inuvo Company Board or any such committee of this Agreement, the Merger or any of the transactions contemplated by this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Company Takeover Proposal (either (1) or (2) being a “"Change in Recommendation”") or (B) approve, or cause or permit Inuvo the Company or any Company Subsidiary of Inuvo to enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Takeover Proposal (each, an “"Acquisition Agreement”)") relating to, any Company Takeover Proposal. (ii) Notwithstanding the foregoing, if, at any time after the date hereof and prior to the time that the Required Inuvo Company Stockholder Vote has been obtained, (x) Inuvo the Company receives a Superior Inuvo Company Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv)) by Inuvo the Company or any Inuvo Representative other Person of Section 6.12(a)(i6.12(a) and/or Section 6.12(a)(ii)or any confidentiality, standstill or the Confidentiality Agreementsimilar agreement, and (y) the Inuvo Company Board determines in good faith after consultation with outside counsel that, in light of such proposal, a failure to make a Change in Recommendation or terminate this Agreement in order to accept such Superior Company Proposal would be inconsistent with a breach of the Inuvo Board’s fiduciary duties to Inuvo’s stockholders obligations of the Company Board under applicable LawLaws, Inuvo the Company may, , (A) make a Change in Recommendation or (B) terminate this Agreement pursuant to Section 8.1(f), so long as (and only if) (i) Inuvo the Company has complied in all material respects with this Section 6.12, including subsection (c) below, (ii) the Inuvo Company Board shall have first provided a Superior Proposal Notice to CPTParent, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “"Proposal Period”"), CPT Parent shall not have proposed (in writing and in a manner what would be binding on CPT if accepted by Inuvo) any adjustments to the terms and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal or (y) the Inuvo Company Board shall have determined in good faith, after consultation with the Inuvo Financial Advisorits financial advisor, that any such proposal by CPT Parent during the Proposal Period does not cause the Superior Inuvo Company Proposal to cease to constitute a Superior Inuvo Company Proposal, and (iv) concurrently with and as a condition to such termination, the Inuvo Company Board causes Inuvo the Company to accept such Superior Company Proposal and enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Proposal thereto and to pay the Inuvo Termination Fee pursuant to Section 8.3(b). Inuvo The Company agrees that, during the Proposal Period, Inuvo the Company and Inuvo the Company Representatives shall negotiate in good faith with CPT Parent and the CPT Parent Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement that are proposed by CPTParent. A “"Superior Proposal Notice” " means a written notice to CPT Parent from Inuvo the Company advising CPT Parent that the Inuvo Company Board is prepared to make a Change in Recommendation or accept a Superior Inuvo Company Proposal, specifying the terms and conditions of such Superior Inuvo Company Proposal, attaching the material terms most current draft of the Superior Inuvo Company Proposal and identifying the Person person making such Superior Inuvo Company Proposal (it being understood and agreed that any material amendment to the price or any other material term of such Superior Inuvo Company Proposal shall require a new Superior Proposal Notice and a new Proposal Period, as provided above).

Change in Recommendation. (i) Neither Inuvo the Company nor the Inuvo Company Board nor any committee thereof shall (A) (1) withdraw (or qualify or modify in a manner adverse to CPTParent) or propose to withdraw (or qualify or modify in a manner adverse to CPTParent), the approval or recommendation by the Inuvo Company Board or any such committee of this Agreement, the Merger or any of the transactions contemplated by this Agreement or (2) approve or recommend, or propose to approve or recommend, any Inuvo Company Takeover Proposal (either (1) or (2) being a “Change in Recommendation”) or (B) approve, or cause or permit Inuvo the Company or any Subsidiary of Inuvo the Company to enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to any Inuvo Company Takeover Proposal (each, an “Acquisition Agreement”). (ii) Notwithstanding the foregoing, if, at any time after the date hereof and prior to the time that the Required Inuvo Company Stockholder Vote has been obtained, (x) Inuvo the Company receives a Superior Inuvo Company Proposal that did not result from a breach or a deemed breach (pursuant to Section 6.12(a)(iv6.13(a)(iv)) by Inuvo the Company or any Inuvo Company Representative of Section 6.12(a)(i6.13(a)(i) and/or Section 6.12(a)(ii6.13(a)(ii), or the Confidentiality Agreement, and (y) the Inuvo Company Board determines in good faith after consultation with outside counsel that, in light of such proposal, a failure to make a Change in Recommendation would be inconsistent with the Inuvo Company Board’s fiduciary duties to Inuvothe Company’s stockholders under applicable Law, Inuvo the Company may, (A) make a Change in Recommendation or (B) terminate this Agreement pursuant to Section 8.1(f), so long as (and only if) (i) Inuvo the Company has complied with this Section 6.126.13, including subsection (c) below, (ii) the Inuvo Company Board shall have first provided a Superior Proposal Notice to CPTParent, (iii) either (x) within five (5) Business Days after receipt of such Superior Proposal Notice (the “Proposal Period”), CPT Parent shall not have proposed (in writing and in a manner what would be binding on CPT Parent if accepted by Inuvothe Company) any adjustments to the terms and conditions of this Agreement that would cause the Superior Inuvo Proposal to cease to constitute a Superior Inuvo Proposal or (y) the Inuvo Company Board shall have determined in good faith, after consultation with the Inuvo Financial Advisorits financial advisor, that any such proposal by CPT Parent during the Proposal Period does not cause the Superior Inuvo Company Proposal to cease to constitute a Superior Inuvo Company Proposal, and (iv) concurrently with and as a condition to such termination, the Inuvo Company Board causes Inuvo the Company to enter into an Acquisition Agreement with such Person with respect to such Superior Inuvo Company Proposal and to pay the Inuvo Company Termination Fee pursuant to Section 8.3(b). Inuvo The Company agrees that, during the Proposal Period, Inuvo the Company and Inuvo the Company Representatives shall negotiate in good faith with CPT Parent and the CPT Parent Representatives regarding any revisions to the terms of the transactions contemplated by this Agreement that are proposed by CPTParent. A “Superior Proposal Notice” means a written notice to CPT Parent from Inuvo the Company advising CPT Parent that the Inuvo Company Board is prepared to make a Change in Recommendation or accept a Superior Inuvo Company Proposal, specifying the terms and conditions of such Superior Inuvo Company Proposal, attaching the material terms most current draft of the Superior Inuvo Company Proposal and identifying the Person making such Superior Inuvo Company Proposal (it being understood and agreed that any material amendment to the price or any other material term of such Superior Inuvo Company Proposal shall require a new Superior Proposal Notice and a new Proposal Period, as provided above).