Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Prior to the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)Expiration Date, at every any meeting of the stockholders of Inuvo called with respect to any shareholders of the followingCompany, and however called, or at every any adjournment or postponement thereof, and on every action or in any other circumstance in which the vote, consent or other approval by written consent of the stockholders of Inuvo with respect to any shareholders of the followingCompany is sought (each, the Stockholder hereby a “Company Shareholders Meeting”), Shareholder irrevocably and unconditionally (except as expressly provided herein) agrees that it shall, and shall cause any other holder of record of the Covered Shares to, (a) appear at each such meeting or otherwise cause all Covered Shares to be counted as present (in person or by proxy) thereat for purposes of calculating a quorum and vote (or cause to be voted)) all Covered Shares, or and (with respect b) if action is to any be taken by written consent solicitation) in lieu of a Company Shareholders Meeting, execute and deliver a written consent (or cause to be delivered) a written consent with respect to, to be executed and delivered) covering all of the Subject Covered Shares (as defined below): in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto): (Ai) in favor of the adoption adoption, approval and authorization of the Merger Agreement as in effect on the date hereof (or any amended and restated Merger Agreement or amendment to the Merger Agreement that, in any such case, (x) increases the Merger Consideration payable for each Company Common Share or (y) other than amendments covered by clause (x), amendments that otherwise result in the Merger Agreement being more favorable to the Company shareholders (solely in their capacity as such) than the Merger Agreement), and the approval of the transactions contemplated thereby, including Merger and the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; ; (ii) in favor of any adjournment or postponement recommended by the Company with respect to any Company Shareholders Meeting to the extent permitted or required pursuant to Section 6.02 of the Merger Agreement, the MIBCA or the articles of incorporation and bylaws of the Company; (Diii) against any Acquisition Proposal; (iv) against any merger agreement or merger (other than the following actions: (1) any mergerMerger Agreement and the Merger), tender offerconsolidation, exchange offercombination, sale of all or substantially all substantial assets, reorganization, recapitalization, reorganizationdissolution, consolidationliquidation or winding up of or by the Company, share exchangein each case except as consented to by Parent or as expressly permitted by the Merger Agreement; and (v) against any proposal, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement submitted to the shareholders of the Company that would reasonably be expected is intended to (A) materially impede, frustrate, interfere with, delay, postpone postpone, prevent or adversely affect otherwise impair the Mergers Merger or any the other transaction transactions contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. Agreement or (bB) At result in any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions conditions set forth in Sections 4 and 5Article 9 of the Merger Agreement not being fulfilled. Shareholder shall not commit or agree to take any action inconsistent with the foregoing. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date termination of this Agreement in accordance with Section 8 (Article V, except to the “Voting Period”)extent waived in writing by Parent in its sole discretion, at every any meeting of the stockholders of Inuvo called with respect to any shareholders of the followingCompany (including the Shareholders Meeting), and however called, or at every adjournment any adjournment, recess or postponement thereof, and on every action or in any other circumstances upon which a vote, consent or other approval by written consent of the stockholders shareholders of Inuvo the Company with respect to any of the followingMerger and the Transactions is sought, the Stockholder Shareholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect toby proxy, all of the such Shareholder’s Subject Shares Shares: (as defined below): (Ai) in favor of (A) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including Merger and the Inuvo Merger, Transactions and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone any meeting of the Inuvo Stockholders’ Meeting shareholders of the Company to a later date if there are not sufficient votes to adopt for adoption and approval of the Merger Agreement and/or if there are not sufficient shares present proposals in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; preceding clause (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; i)(A), and (Dii) against the following actions: actions (1other than the Merger and the Transactions): (A) any Acquisition Proposal; (B) any other merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvothe Company, any of its Subsidiaries or any Company Joint Venture Entity and any other Person Person; (including C) any Inuvo Takover Proposal)amendment of the Company’s articles of incorporation or by-laws, except as contemplated by the Merger Agreement; or (D) any other than agreement, action, transaction or proposal that (1) would reasonably be expected to result in (x) a material breach of any covenant, representation or warranty or any other obligation or agreement of the Mergers and Company contained in the Merger Agreement, or (y) a breach of any covenant, representation or warranty or any other obligation or agreement of the Shareholder contained in this Agreement, or (2) is intended, or would reasonably be expected, to prevent, or materially impede, interfere with, hinder, delay, discourage, inhibit, postpone or adversely affect the consummation of the Merger or any of the Transactions. Subject to the terms and conditions hereof, the Shareholder shall not enter into any Contract with any Person prior to the termination of this Agreement in accordance with Article V to vote in any manner inconsistent herewith. Such Shareholder shall retain at all times the right to vote the Subject Shares in such Shareholder’s sole discretion, and without any other action limitation, on any matters other than those expressly set forth in this Section 1.1 that are at any time or agreement from time to time presented for consideration to the Company’s shareholders generally (including, for the avoidance of doubt, regarding operational matters). Notwithstanding the foregoing, nothing in this Agreement shall require the Shareholder to vote or otherwise consent to any amendment to the Merger Agreement that would reasonably be expected to impederesult in any decrease in the amount, frustrateor change to the form, interfere with, delay, postpone or adversely affect of the Mergers or any other transaction contemplated by the Per Share Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other mattersConsideration. (b) At any meeting of the stockholders shareholders of Inuvo to which Section 1(a) above is applicablethe Company (including the Shareholders Meeting), however called, the Stockholder Shareholder shall, or shall direct the holder(s) of record of all of the such Shareholder’s Subject Shares on any applicable record date to, to appear, in person or by proxy, at each such meeting or otherwise cause all of the such Shareholder’s Subject Shares to be counted as present thereat for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(aSOLELY IN THE EVENT OF A FAILURE BY THE SHAREHOLDER TO ACT IN ACCORDANCE WITH SUCH SHAREHOLDER’S OBLIGATIONS AS TO VOTING PURSUANT TO SECTION 1.1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitutionAND 1.1(b), for and in the name, place and stead of the Stockholder, to THE SHAREHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS PARENT (iAND ANY DESINGEE THEREOF) represent the Subject Shares and AS SUCH SHAREHOLDER’s PROXY AND ATTORNEY-IN-FACT (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (iiWITH FULL POWER OF SUBSTITUTION), regarding the matters referred to in Section 1(aFOR AND IN THE NAME, PLACE AND STEAD OF SUCH SHAREHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF SHAREHOLDERS OF THE COMPANY OR OTHERWISE) and Section 1(bWITH RESPECT TO THE SUBJECT SHARES OWNED OR HELD BY SUCH SHAREHOLDER REGARDING THE MATTERS REFERRED TO IN THIS SECTION 1.1 UNTIL, SUBJECT TO SECTION 10-722(B) untilOF THE ARS, subject to LawTHE TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ARTICLE V, the Termination DateTO THE SAME EXTENT AND WITH THE SAME EFFECT AS SUCH SHAREHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, to the same extent and with the same effect as the Stockholder could do under LawRULES AND REGULATIONS. The Stockholder intends the proxy granted pursuant to this Section 1(cTHE PROXY GRANTED PURSUANT TO THIS SECTION 1.1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject SharesIS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this AgreementTHE SHAREHOLDER WILL TAKE SUCH FURTHER ACTION AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE GRANT OF THIS PROXY. Notwithstanding the foregoingNOTWITHSTANDING THE FOREGOING, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c).THIS PROXY SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ARTICLE V. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used Nothing in this Agreement, including this Section 1.1 and Section 4.6, shall have limit, restrict or otherwise affect any Shareholder or any Affiliate or designee of such Shareholder that serves as an officer or a member of the meanings set forth below:board of directors of the Company, any of its Subsidiaries or any Company Joint Venture Entity in acting in such Shareholder’s or Affiliate’s or designee’s capacity as an officer or a member of the board of directors of the Company, any of its Subsidiaries or any Company Joint Venture Entity and exercising such Shareholder’s or Affiliate’s or designee’s fiduciary duties and responsibilities as an officer or a member of the board of directors of the Company, any of its Subsidiaries or any Company Joint Venture Entity.

Agreement to Vote. (a) From Stockholder, solely in his capacity as a stockholder and not as a director, officer or employee of the date hereof Company, hereby agrees that, until the Termination Date (as defined in accordance with Section 8 (the “Voting Period”9), at every any meeting of the stockholders of Inuvo the Company, however called with respect to any of at which the followingfollowing matters are considered for a vote, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and shall vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Stockholder Shares (as defined below): (Aa) in favor of the adoption Merger, the execution and delivery by the Company of the Merger Agreement and the approval of the transactions terms thereof and each of the other actions contemplated thereby, including by the Inuvo Merger, Merger Agreement and this Agreement and any related proposal actions required in furtherance hereof and thereof; (Bb) against any action or agreement that would result in favor a breach of any proposal to adjourn covenant, representation or postpone warranty or any other obligation or agreement of the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt Company under the Merger Agreement and/or if there are not sufficient shares present or this Agreement; and (c) except as specifically requested or agreed to in person or writing by proxy at Parent in advance, against the Inuvo Stockholders’ Meeting to constitute a quorum; following actions (C) in favor of any other matter necessary to consummate than the Merger and the transactions contemplated by the Merger Agreement): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) a sale, lease or transfer of a material amount of assets of the Company or reorganization, recapitalization, dissolution or liquidation of the Company; and (D) against the following actions: (1iii)(A) any merger, tender offer, exchange offer, sale change in the majority of all the board of directors of the Company; (B) any change in the present capitalization of the Company or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution any amendment of the Company's Certificate of Incorporation or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and By-Laws; (C) any other Person material change in the Company's corporate structure or business; or (including any Inuvo Takover Proposal), other than the Mergers and (2D) any other action which is intended, or agreement that would could reasonably be expected expected, to impede, frustrate, interfere with, delay, postpone postpone, discourage or adversely affect the Mergers Offer, the Merger or any other transaction the transactions contemplated by the Merger Agreement or this Agreement. Stockholder shall not enter into any agreement with or grant any proxy to any person or entity prior to the Termination Date to vote or give instructions in any manner inconsistent with clauses (i), including (ii) or (iii) of the consummation thereofpreceding sentence. The foregoing shall not limit or prohibit Stockholder retains the authority to vote on all other matters. (b) At from entering into any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, agreement simultaneously with or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) after termination of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From The Stockholder hereby agrees that, during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every any duly called meeting of the stockholders of Inuvo called with respect to the Company (or any of the following, and at every adjournment or postponement thereof), and on every or in any other circumstances (including action or approval by written consent of the stockholders in lieu of Inuvo a meeting) upon which a vote, adoption or other approval or consent with respect to the adoption of the Merger Agreement or the approval of the Merger and any of the followingtransactions contemplated thereby is sought, the Stockholder hereby irrevocably and unconditionally agrees to be present (shall, if a meeting is held, appear at the meeting, in person or by proxy) , and shall provide a written consent or vote (or cause to be voted), in person or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect toby proxy, all of the its Subject Shares Shares, in each case (as defined below): (Ai) in favor of the adoption of (A) any proposal to adopt and approve or reapprove the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, thereby and any related proposal in furtherance thereof; (B) in favor of waiving any proposal notice that may have been or may be required relating to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at any of the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement or this Agreement; and , and, without limiting the generality of the foregoing, (Dii) against the following actions: (1X) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone prevent or adversely affect materially delay the Mergers consummation of the Merger or any other transaction transactions contemplated by this Agreement or the Merger Agreement, Agreement (including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting prevention or delay of the stockholders satisfaction of Inuvo any condition to which Section 1(aClosing), (Y) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing Takeover Proposal and any action proposed in furtherance of any such Takeover Proposal and (Z) any action, proposal, transaction or agreement that, to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead knowledge of the Stockholder, would reasonably be expected to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, result in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability a material breach of any kind to covenant, representation or warranty or any other obligation or agreement of the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with Company under this Agreement and are otherwise subject to its terms and restrictions, including but not limited to or the restrictions set forth in Sections 4 and 5Merger Agreement. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Stockholder hereby irrevocably and unconditionally agrees that, during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)term of this Agreement, at every the Company Stockholders’ Meeting and at any other meeting of the stockholders of Inuvo called with respect to the Company, however called, including any of the following, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders of Inuvo with respect to any the Company (the date of the followingtaking of any such action being an applicable “Determination Date”), Stockholder shall, in each case to the Stockholder hereby irrevocably and unconditionally agrees extent that the Covered Company Shares are entitled to vote thereon or consent thereto: (i) appear at each such meeting or otherwise cause all of Stockholder’s Covered Company Shares to be counted as present thereat for purposes of calculating a quorum; and (in person or by proxyii) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) by proxy, or if applicable deliver (or cause to be delivered) a written consent with respect tocovering, all of the Subject Shares Stockholder’s Covered Company Shares: (as defined below): (Aa) in favor of the adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated thereby, including the Inuvo Merger, thereby and any related proposal other action reasonably requested by Parent in furtherance thereof; ; (Bb) in favor of any proposal to adjourn or postpone a meeting of the Inuvo Stockholders’ Meeting stockholders of the Company to a later date if there are not sufficient votes to adopt solicit additional proxies in favor of the adoption of the Merger, the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at and the Inuvo Stockholders’ Meeting to constitute a quorumtransactions contemplated thereby; (c) against any Company Acquisition Proposal; and (Cd) in favor of against any other matter necessary to consummate action, agreement or transaction that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement; and Agreement (Dincluding the consummation in each case thereof) against or this Agreement or the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any performance by the Company of its Subsidiaries and any other Person (obligations under the Merger Agreement or by Stockholder of its obligations under this Agreement, including any Inuvo Takover Proposal)action, other than the Mergers and (2) any other action agreement or agreement transaction that would reasonably be expected to impederesult in any condition to the consummation of the Merger set forth in the Merger Agreement not being satisfied, frustrateor that would result in a breach of any covenant, interfere with, delay, postpone representation or adversely affect the Mergers warranty or any other transaction contemplated by obligation or agreement of the Company contained in the Merger Agreement, including the consummation thereof. The or of Stockholder retains the authority to vote on all other matterscontained in this Agreement. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares Any vote required to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed cast or consent required to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted executed pursuant to this Section 1(c) to 2.1. shall be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do cast or cause to be done executed in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or applicable procedures relating thereto so as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted it is duly counted for purposes of determining that a quorum is present (if applicable) and for purposes of recording the results of that vote or consent. Nothing contained in accordance with this Agreement and are otherwise subject shall require Stockholder (or shall entitle any proxy of Stockholder) to its terms and restrictionsconvert, including but not limited exercise or exchange any option, warrants or convertible securities in order to the restrictions set forth in Sections 4 and 5obtain any underlying shares of Company Common Stock. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Stockholder agrees that, during the date hereof until the Termination Date time this Agreement is in accordance with Section 8 (the “Voting Period”)effect, at every any meeting of the stockholders of Inuvo called the Company, however called, or in connection with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the followingCompany, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and shall vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (Ai) in favor of the adoption of the Merger Agreement and the approval each of the transactions other actions contemplated thereby, including by the Inuvo Merger, Merger Agreement and any related proposal actions required in furtherance hereof and thereof; (Bii) against any action or agreement that would result in favor a breach of any proposal to adjourn covenant, representation or postpone warranty or any other obligation or agreement of the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt Company under the Merger Agreement and/or if there are not sufficient shares present Agreement; and (iii) except as specifically requested in person or writing by proxy at Acquiror in advance, against the Inuvo Stockholders’ Meeting to constitute a quorum; following actions (C) in favor of any other matter necessary to consummate than the Merger and the transactions contemplated by the Merger Agreement; and (D) against the following actions: ): (1) any extraordinary corporate transaction, such as a merger, tender offerconsolidation or other business combination involving the Company or its subsidiaries; (2) a sale, exchange offer, sale lease or transfer of all a material amount of assets of the Company or substantially all assetsits subsidiaries or a reorganization, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction liquidation of the Company or series its subsidiaries; and (3) (a) any change in the majority of transactions involving Inuvo, the board of directors of the Company; (b) any material change in the present capitalization of its Subsidiaries and the Company or any amendment of the Company's Certificate of Incorporation; (c) any other Person material change in the Company's corporate structure or business; or (including any Inuvo Takover Proposal), other than the Mergers and (2d) any other action which is intended or agreement that would could reasonably be expected to impede, frustrate, interfere with, delay, postpone postpone, discourage or materially adversely affect the Mergers Merger or any other transaction the transactions contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At shall not enter into any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, agreement or shall direct the holder(s) of record of all of the Subject Shares on understanding with any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice entity prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) termination of this Agreement, and except as otherwise expressly provided herein, Agreement or vote or give instructions prior to the Stockholder hereby irrevocably grants to and appoints CPT termination of this Agreement in any manner inconsistent with clauses (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitutioni), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act or (by voting at any meeting of stockholders of Inuvo or otherwiseiii) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)preceding sentence. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)Expiration Date, at every meeting of the stockholders of Inuvo the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo the Company with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): Shares: (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Company Stockholder Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Company Stockholder Meeting to constitute a quorum; , (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; Agreement and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvothe Company, any of its Subsidiaries and any other Person (including any Inuvo Takover Acquisition Proposal), other than the Mergers Merger and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers Merger or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo the Company to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present thereat for purposes of establishing a quorum. The Stockholder shall provide CPT Parent with at least five (5) Business Daysbusiness days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. The obligations of the Stockholder under this Agreement, including this Section 1, shall apply whether or not an Adverse Company Recommendation Change has occurred. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT Parent (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo the Company or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Expiration Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Expiration Date. CPT Parent may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPTParent, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT Parent by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From The Stockholder hereby agrees that, immediately following the date hereof until execution and delivery of this Agreement and the Termination Date Merger Agreement, such Stockholders will execute and deliver to the Company a written consent in accordance the form of Exhibit A hereto (a “Written Consent”). The Written Consent shall be coupled with Section 8 an interest and shall be irrevocable. (b) The Stockholder hereby agrees that, during the “Voting Period”), and at every any duly called meeting of the stockholders of Inuvo called with respect to the Company (or any of the following, and at every adjournment or postponement thereof), and on every or in any other circumstances (including action or approval by written consent of the stockholders in lieu of Inuvo a meeting) upon which a vote, adoption or other approval or consent with respect to the adoption of the Merger Agreement or the approval of the Merger and any of the followingtransactions contemplated thereby is sought, the Stockholder hereby irrevocably and unconditionally agrees to be present (shall, if a meeting is held, appear at the meeting, in person or by proxy) , and shall provide a written consent or vote (or cause to be voted), in person or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect toby proxy, all of the its Subject Shares Shares, in each case (as defined below): (Ai) in favor of the adoption of (A) any proposal to adopt and approve or reapprove the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, thereby and any related proposal in furtherance thereof; (B) in favor of waiving any proposal notice that may have been or may be required relating to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at any of the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement or this Agreement; , and (Dii) against the following actions: (1X) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone prevent or adversely affect materially delay the Mergers consummation of the Merger or any other transaction transactions contemplated by this Agreement or the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (bY) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, Acquisition Proposal or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing Acquisition Inquiry and any action proposed in furtherance of any such Acquisition Proposal or Acquisition Inquiry and (Z) any action, proposal, transaction or agreement that, to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead knowledge of the Stockholder, would reasonably be expected to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, result in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability a material breach of any kind to covenant, representation or warranty or any other obligation or agreement of the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with Company under this Agreement and are otherwise subject to its terms and restrictions, including but not limited to or the restrictions set forth in Sections 4 and 5Merger Agreement. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. The Stockholder agrees that: (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every At any meeting of the stockholders of Inuvo the Company called to vote upon the Merger Agreement and the transactions contemplated thereby, however called, or at any adjournment thereof or in connection with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders holders of Inuvo Common Stock or in any other circumstances upon which a vote, consent or other approval with respect to any of the followingMerger Agreement and the transactions contemplated thereby is sought, the Stockholder hereby irrevocably and unconditionally agrees to shall be present (in person or by proxy) and shall vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) then held of record or beneficially owned by the Stockholder in favor of the adoption of Merger and the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to the Company, however called, or at any adjournment thereof or in connection with any written consent of the holders of Common Stock or in any other circumstances upon which Section 1(a) above a vote, consent or other approval is applicablesought, the Stockholder shall, shall vote (or shall direct the holder(scause to be voted) all Subject Shares then held of record or beneficially owned by the Stockholder against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, the Offer or the other transactions contemplated by this Agreement and the Merger Agreement, including, but not limited to: (i) any Acquisition Proposal; (ii) any action that is likely to result in a breach in any respect of all any representation, warranty, covenant or any other obligation or agreement of the Subject Shares on Company under the Merger Agreement or result in any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares conditions set forth in Exhibit A to be counted the Merger Agreement not being fulfilled; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company and/or its Subsidiaries; (iv) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries or a reorganization, recapitalization, dissolution, winding up or liquidation of the Company and/or its Subsidiaries; (v) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (vi) any material change in the present for purposes capitalization or dividend policy of establishing a quorum. The Stockholder shall provide CPT with at least five the Company; or (5vii) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Sharesother material change in the Company's corporate structure, business, certificate of incorporation or bylaws. (c) Solely The Stockholder understands and acknowledges that Purchaser and Merger Sub are entering into the Merger Agreement in reliance upon the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) Stockholder's execution and Section 1(b) delivery of this Agreement, and except . (d) Except as otherwise expressly provided hereinset forth in this Section 4, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power shall retain all of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by its voting at any meeting of stockholders of Inuvo or otherwise) rights with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized termsNotwithstanding the foregoing Sections (a) through (d), to the extent the Stockholder's voting rights (and rights to take such other actions specified in Sections 4(a) and (b) are restricted as used in this Agreement, shall have the meanings set forth below:on ANNEX A, with respect to such Subject Shares, the Stockholder agrees only to use its reasonable best efforts to cause the actions specified in Sections (a) through (d) hereof.

Agreement to Vote. The Stockholder agrees that: (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every At any meeting of the stockholders of Inuvo the Company called to vote upon the Merger Agreement and the transactions contemplated thereby, however called, or at any adjournment thereof or in connection with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders holders of Inuvo Common Stock or in any other circumstances upon which a vote, consent or other approval with respect to any of the followingMerger Agreement and the transactions contemplated thereby is sought, the Stockholder hereby irrevocably and unconditionally agrees to shall be present (in person or by proxy) and shall vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) then held of record or beneficially owned by the Stockholder in favor of the adoption of Merger and the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to the Company, however called, or at any adjournment thereof or in connection with any written consent of the holders of Common Stock or in any other circumstances upon which Section 1(a) above a vote, consent or other approval is applicablesought, the Stockholder shall, shall vote (or shall direct the holder(scause to be voted) all Subject Shares then held of record or beneficially owned by the Stockholder against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, the Offer or the other transactions contemplated by this Agreement and the Merger Agreement, including, but not limited to: (i) any Acquisition Proposal; (ii) any action that is likely to result in a breach in any respect of all any representation, warranty, covenant or any other obligation or agreement of the Subject Shares on Company under the Merger Agreement or result in any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares conditions set forth in Exhibit A to be counted the Merger Agreement not being fulfilled; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company and/or its Subsidiaries; (iv) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries or a reorganization, recapitalization, dissolution, winding up or liquidation of the Company and/or its Subsidiaries; (v) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (vi) any material change in the present for purposes capitalization or dividend policy of establishing a quorum. The Stockholder shall provide CPT with at least five the Company; or (5vii) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Sharesother material change in the Company's corporate structure, business, certificate of incorporation or bylaws. (c) Solely The Stockholder understands and acknowledges that Purchaser and Merger Sub are entering into the Merger Agreement in reliance upon the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) Stockholder's execution and Section 1(b) delivery of this Agreement, and except . (d) Except as otherwise expressly provided hereinset forth in this Section 4, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power shall retain all of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by its voting at any meeting of stockholders of Inuvo or otherwise) rights with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized termsNotwithstanding the foregoing Sections (a) through (d), to the extent the Stockholder's voting rights (and rights to take such other actions specified in Sections 4(a) and (b)) are restricted as used in this Agreement, shall have the meanings set forth below:on ANNEX A, with respect to such Subject Shares, the Stockholder agrees only to use his reasonable best efforts to cause the actions specified in Sections (a) through (d) hereof.

Agreement to Vote. (a) From Each Stockholder hereby agrees that during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)term of this Agreement, at every the ADMA Stockholders’ Meeting and at any other meeting of the stockholders of Inuvo called with respect to the Company, however called, including any of the following, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders of Inuvo with respect the Company, it shall, in each case to any of the following, extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which the Stockholder hereby irrevocably and unconditionally agrees controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (in person or by proxyb) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) by proxy, or deliver (or cause to be delivered) a written consent with respect tocovering, all of the Subject Covered Shares (as defined below): (Ai) in favor of the adoption of the Merger Purchase Agreement, (ii) in favor of any action, approval or agreement in furtherance of the transactions contemplated by the Purchase Agreement; and (iii) against any Alternative Transaction Proposal (as defined in the Purchase Agreement); provided that if, in response to a Superior Transaction received by the Company’s board of directors after the date of this Agreement, the Company’s board of directors makes an Adverse Recommendation Change in accordance with Section 6.8 of the Purchase Agreement and it does not terminate the approval Purchase Agreement, the number of each Stockholder’s Covered Shares (which are entitled to so vote or consent) that are subject to this Section 2.1 shall be reduced (on a pro rata basis with each other stockholder of the Company who executed an Other Voting Agreement to the extent necessary in order that the aggregate number of Covered Shares subject to this Section 2.1 together with all other shares of Common Stock subject to the Other Voting Agreements represents no more than 25% of the Common Stock outstanding at the time of such vote or written consent and entitled to so vote or consent; and provided further, that Section 2.1 shall not require the Stockholder to vote or consent (or cause any Affiliate to vote or consent) in favor of the Purchase Agreement or any of the transactions contemplated thereby, including to the Inuvo Mergerextent that the Purchase Agreement has been amended in a manner that is materially adverse in the aggregate to the stockholders of the Company. Notwithstanding anything herein to the contrary, and any related proposal in furtherance thereof; this Section 2.1(b) shall not require the Stockholder to be present (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at proxy) or vote (or cause to be voted) any of the Inuvo Stockholders’ Meeting Covered Shares to constitute amend the Purchase Agreement or take any action that could result in the amendment or modification, or a quorum; waiver of a provision therein, in any such case, in a manner that (Ci) changes the form, timing or amount of the Purchase Price or other consideration contemplated by the Purchase Agreement or (ii) extends the Outside Date. (c) Notwithstanding the foregoing, each Stockholder shall remain free to vote (or execute consents or proxies with respect to) the Covered Shares with respect to any matter not covered by this Section 2.1 in favor any manner such Stockholder deems appropriate, provided that such vote (or execution of any other matter necessary consents or proxies with respect thereto) would not reasonably be expected to consummate adversely affect, or prevent or delay the consummation of, the transactions contemplated by the Merger Purchase Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Each Stockholder hereby agrees that, during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect (x) such Stockholder shall take all such actions as may be required to any of the following, and at every adjournment or postponement thereof, and on every action or approval cause all Owned Shares owned by written consent of the stockholders of Inuvo with respect to any of the following, the such Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) voted in favor of the adoption Merger Agreement, the Plan of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; , including the Charter Amendment (as the components thereof may be combined or separately required to be proposed or presented), if applicable, at any meeting of the stockholders of Rook in connection with the Merger Agreement, the Plan of Merger or the other transactions contemplated by the Merger Agreement and (Dy) such Stockholder shall take all such actions as may be required to cause each Owned Share owned by such Stockholder to be present, in person or by proxy, at any meeting of the stockholders of Rook in connection with the Merger Agreement, the Plan of Merger or the transactions contemplated by the Merger Agreement, including in connection with the approval of all or any component of the Charter Amendment for the purposes of determining the presence of a quorum and voted in accordance with the preceding clause (x) at such meetings (including at any adjournments or postponements thereof). (b) Subject to Section 3.2 hereof, each Stockholder hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares owned by such Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares owned by such Stockholder as of the applicable record date) against each of the matters set forth in clauses (i), (ii), (iii) and (iv) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of Rook Common Stock at or in connection with which any of the holders vote or execute consents with respect to any of the following actions: matters: (1i) any mergermerger or similar agreement or merger (other than the Merger Agreement, tender offerthe Merger or any business combination or transaction with Xxxxxx or any of its affiliates), exchange offerconsolidation, combination, sale of all or substantially all substantial assets, reorganization, recapitalization, reorganizationdissolution, consolidation, share exchange, business combination, liquidation, dissolution liquidation or similar transaction winding up of or series of transactions involving Inuvo, by Rook or any of its Subsidiaries and or any other Person business combination involving Rook or any of its Subsidiaries; (including any Inuvo Takover Proposal), other than the Mergers and (2ii) any other action action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Rook contained in the Merger Agreement or of such Stockholder contained in this Agreement; (iii) any action, proposal, transaction or agreement involving Rook or any of its Subsidiaries that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any Merger and the other transaction transactions contemplated by the Merger Agreement, including in contravention of the consummation thereof. The Stockholder retains terms and conditions set forth in the authority Merger Agreement; and (iv) any Rook Acquisition Proposal made prior to vote on all other mattersthe termination of the Merger Agreement. (bc) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that the Owned Shares owned by each Stockholder are duly counted as present for purposes of establishing determining that a quorumquorum is present (if applicable) and for purposes of recording the results of that vote or consent. The Nothing contained in this Agreement shall require any Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing vote or execute any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to Rook Common Stock (i) represent issuable in connection with a Rook Equity Award but not yet issued prior to the Subject Shares and applicable record date for the applicable vote or consent or (ii) vote, execute written consents which a Stockholder or its Affiliate has the right to acquire pursuant to a sale and otherwise act (by voting at any meeting of stockholders of Inuvo repurchase agreement but which such Stockholder or otherwise) with respect its Affiliate has not acquired and does not have the right to vote prior to the Subject Shares, in applicable record date for the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do applicable vote or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)consent. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every At any meeting of the stockholders of Inuvo the Company called with respect to any for purposes that include approval of the followingMerger and the Merger Agreement, and however called, or at every any adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders holders of Inuvo Shares or in any other circumstances in which the Stockholder is entitled to vote, consent or give any other approval with respect to any of the followingMerger and the Merger Agreement, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and shall vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption and approval of the Merger Agreement and the Merger and the approval of the transactions contemplated thereby, including terms thereof and each of the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions actions contemplated by the Merger Agreement; Agreement and this Agreement and any amendments hereto or, with the Stockholder's written consent, thereto. At any meeting of stockholders of the Company, however called, or at any adjournment thereof, or in connection with any written consent of the holders of Shares or in any other circumstances in which the Stockholder is entitled to vote, consent or give any other approval, except as otherwise agreed to in writing in advance by Parent, the Stockholder shall vote (Dor cause to be voted) the Subject Shares against the following actions: : (1i) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of the Stockholder hereunder; or (ii) any action or agreement that could reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect attempt to discourage the Mergers Merger, including, but not limited to: (A) the adoption by the Company of a proposal regarding (1) the acquisition of the Company by merger, tender offer or otherwise by any person other than Parent, Merger Sub or any designee thereof (a "THIRD PARTY"), or any other merger, combination or similar transaction with any Third Party; (2) the acquisition by a Third Party of 10% or more of the assets of the Company and its subsidiaries, taken as a whole (whether by the acquisition of assets or securities of, or any merger, consolidation or other business combination involving, the Company or any of its subsidiaries); (3) the acquisition by a Third Party of 10% or more of the outstanding Shares; or (4) the repurchase by the Company or any of its subsidiaries of 10% or more of the outstanding Shares; (B) any amendment of the Company's certificate of incorporation or by-laws or other proposal or transaction involving the Company or any of its subsidiaries, which amendment or other proposal or transaction could in any manner reasonably be expected to impede, in any material respect, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement or change in any manner the rights and privileges, including, without limitation, voting rights of any class of the Company's capital stock; (C) any change in the management or board of directors of the Company that could in any manner reasonably be expected to impede, in any material respect, prevent or nullify the Merger, the Merger Agreement or any of the other transactions contemplated by the Merger Agreement, including ; (D) any material change in the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting present capitalization or dividend policy of the stockholders of Inuvo to which Section 1(aCompany; or (E) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely other material change in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:Company's corporate

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo CPT called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo CPT with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo CPT Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo CPT Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo CPT Stockholders’ Meeting to constitute a quorum; and (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo CPT to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT Inuvo with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT Inuvo (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo CPT or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT Inuvo may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPTInuvo, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT Inuvo by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. The Stockholder agrees that: (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every At any meeting of the stockholders of Inuvo the Company called to vote upon the Merger Agreement and the transactions contemplated thereby, however called, or at any adjournment thereof or in connection with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders holders of Inuvo Common Stock or in any other circumstances upon which a vote, consent or other approval with respect to any of the followingMerger Agreement and the transactions contemplated thereby is sought, the Stockholder hereby irrevocably and unconditionally agrees to shall be present (in person or by proxy) and shall vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) then held of record or beneficially owned by the Stockholder in favor of the adoption of Merger and the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to the Company, however called, or at any adjournment thereof or in connection with any written consent of the holders of Common Stock or in any other circumstances upon which Section 1(a) above a vote, consent or other approval is applicablesought, the Stockholder shall, shall vote (or shall direct the holder(scause to be voted) all Subject Shares then held of record or beneficially owned by the Stockholder against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, the Offer or the other transactions contemplated by this Agreement and the Merger Agreement, including, but not limited to: (i) any Acquisition Proposal; (ii) any action that is likely to result in a breach in any respect of all any representation, warranty, covenant or any other obligation or agreement of the Subject Shares on Company under the Merger Agreement or result in any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares conditions set forth in Exhibit A to be counted the Merger Agreement not being fulfilled; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company and/or its Subsidiaries; (iv) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries or a reorganization, recapitalization, dissolution, winding up or liquidation of the Company and/or its Subsidiaries; (v) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (vi) any material change in the present for purposes capitalization or dividend policy of establishing a quorum. The Stockholder shall provide CPT with at least five the Company; or (5vii) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Sharesother material change in the Company's corporate structure, business, certificate of incorporation or bylaws. (c) Solely The Stockholder understands and acknowledges that Purchaser and Merger Sub are entering into the Merger Agreement in reliance upon the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) Stockholder's execution and Section 1(b) delivery of this Agreement, and except . (d) Except as otherwise expressly provided hereinset forth in this Section 4, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power shall retain all of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by its voting at any meeting of stockholders of Inuvo or otherwise) rights with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized termsNotwithstanding the foregoing Sections (a) through (d), as used to the extent the Stockholder's voting rights (and rights to take such other actions specified in this Agreement, shall have the meanings set forth below:Sections

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every At any meeting of the stockholders of Inuvo called with respect the Company held on or prior to any of the followingTermination Date (as defined in Section 4.3), however called, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders holders of Inuvo any class or classes of the capital stock of the Company prior to the Termination Date, each Stockholder shall vote and cause each of its controlled Affiliates to vote all of the Securities with respect to any which it has the right to vote or direct the vote (as of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be votedrecord date for such meeting of stockholders), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (Aa) in favor of the adoption Purchase Agreement, the other Documents and all of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Purchase Agreement and the other Documents, all matters requiring approval of stockholders under the listing requirements of the Nasdaq Stock Market in connection with such transactions, and any actions required in furtherance hereof, including, without limitation, (i) the issuance of the Series B Preferred Stock and Warrants at the Closings, (ii) the amendment and restatement of the Amended and Restated Certificate of Incorporation to read in its entirety as set forth in the Purchase Agreement; , and (Diii) the election of the directors nominated by the Purchaser to the Board of Directors of the Company who are in the class of directors to be voted upon at the Company's Stockholder's Meeting (as defined in the Purchase Agreement), (b) against any Alternative Transaction, and (c) except as otherwise agreed to in writing in advance by the Purchaser, against the following actions: actions (1other than the transactions contemplated by the Purchase Agreement or any of the other Documents): (i) any extraordinary corporate transaction, such as a merger, tender offerconsolidation or other business combination involving the Company or any of its Subsidiaries; (ii) a sale, exchange offer, sale lease or transfer of all or substantially all assetsof the assets of the Company or any of its Subsidiaries, or a reorganization, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction liquidation of the Company or series of transactions involving Inuvo, any of its Subsidiaries Subsidiaries; (iii) (A) any change in the persons who constitute the board of directors of the Company inconsistent with the composition of the board of directors as contemplated by the Documents; (B) any change in the present capitalization of the Company or any amendment of the Amended and Restated Certificate of Incorporation or the Amended and Restated Bylaws; (C) any other Person material change in the Company's corporate structure or business; or (including any Inuvo Takover Proposal), other than the Mergers and (2D) any other action or agreement that, directly or indirectly, is inconsistent with or that would could reasonably be expected expected, directly or indirectly, to impede, frustrate, interfere with, delay, postpone or materially adversely affect the Mergers or any other transaction transactions contemplated by the Merger Agreement, including Purchase Agreement and the consummation thereofother Documents. The Stockholder retains the authority to vote on all other matters. (b) At any meeting None of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shallStockholders shall enter into, or shall direct the holder(s) permit any of record of all of the Subject Shares on its controlled Affiliates to enter into, any applicable record date to, appear, in agreement or understanding with any person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing the Termination Date, directly or indirectly, to vote, grant any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full or power of substitution)attorney, for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by give instructions or enter into a voting at any meeting of stockholders of Inuvo or otherwise) agreement with respect to the Subject Shares, voting of his or its Securities in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and any manner inconsistent with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)preceding sentence. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Each Stockholder hereby agrees that, during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect (x) such Stockholder shall take all such actions as may be required to any of the following, and at every adjournment or postponement thereof, and on every action or approval cause all Owned Shares owned by written consent of the stockholders of Inuvo with respect to any of the following, the such Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) voted in favor of the adoption Merger Agreement, the Plan of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; , including the Charter Amendment (as the components thereof may be combined or separately required to be proposed or presented), if applicable, at any meeting of the stockholders of Rook in connection with the Merger Agreement, the Plan of Merger or the other transactions contemplated by the Merger Agreement and (Dy) such Stockholder shall take all such actions as may be required to cause each Owned Share owned by such Stockholder to be present, in person or by proxy, at any meeting of the stockholders of Rook in connection with the Merger Agreement, the Plan of Merger or the transactions contemplated by the Merger Agreement, including in connection with the approval of all or any component of the Charter Amendment for the purposes of determining the presence of a quorum and voted in accordance with the preceding clause (x) at such meetings (including at any adjournments or postponements thereof). (b) Subject to Section 3.2 hereof, each Stockholder hereby agrees that, during the Voting Period, such Stockholder shall vote or execute consents, as applicable, with respect to the Owned Shares owned by such Stockholder as of the applicable record date (or cause to be voted or a consent to be executed with respect to the Owned Shares owned by such Stockholder as of the applicable record date) against each of the matters set forth in clauses (i), (ii), (iii) and (iv) below at any meeting (or any adjournment or postponement thereof) of, or in connection with any proposed action by written consent of, the holders of Rook Common Stock at or in connection with which any of the holders vote or execute consents with respect to any of the following actions: matters: (1i) any mergermerger or similar agreement or merger (other than the Merger Agreement, tender offerthe Merger or any business combination or transaction with Bxxxxx or any of its affiliates), exchange offerconsolidation, combination, sale of all or substantially all substantial assets, reorganization, recapitalization, reorganizationdissolution, consolidation, share exchange, business combination, liquidation, dissolution liquidation or similar transaction winding up of or series of transactions involving Inuvo, by Rook or any of its Subsidiaries and or any other Person business combination involving Rook or any of its Subsidiaries; (including any Inuvo Takover Proposal), other than the Mergers and (2ii) any other action action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Rook contained in the Merger Agreement or of such Stockholder contained in this Agreement; (iii) any action, proposal, transaction or agreement involving Rook or any of its Subsidiaries that would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any Merger and the other transaction transactions contemplated by the Merger Agreement, including in contravention of the consummation thereof. The Stockholder retains terms and conditions set forth in the authority Merger Agreement; and (iv) any Rook Acquisition Proposal made prior to vote on all other mattersthe termination of the Merger Agreement. (bc) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that the Owned Shares owned by each Stockholder are duly counted as present for purposes of establishing determining that a quorumquorum is present (if applicable) and for purposes of recording the results of that vote or consent. The Nothing contained in this Agreement shall require any Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing vote or execute any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to Rook Common Stock (i) represent issuable in connection with a Rook Equity Award but not yet issued prior to the Subject Shares and applicable record date for the applicable vote or consent or (ii) vote, execute written consents which a Stockholder or its Affiliate has the right to acquire pursuant to a sale and otherwise act (by voting at any meeting of stockholders of Inuvo repurchase agreement but which such Stockholder or otherwise) with respect its Affiliate has not acquired and does not have the right to vote prior to the Subject Shares, in applicable record date for the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do applicable vote or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)consent. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From The Shareholder hereby irrevocably and unconditionally agrees that during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)term of this Agreement, at every a special meeting of the stockholders shareholders of Inuvo called with respect to Bryn Mawr or at any other meeting of the followingshareholders of Bryn Mawr, and at every however called, including any adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders shareholders of Inuvo with respect Bryn Mawr (collectively, “Bryn Mawr Shareholders’ Meeting”), the Shareholder shall, in each case to any the fullest extent that such matters are submitted for the vote or written consent of the following, Shareholder and that the Stockholder hereby irrevocably and unconditionally agrees Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which the Shareholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (in person or by proxyb) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) by proxy, or deliver (or cause to be delivered) a written consent with respect tocovering, all of the Subject Covered Shares as to which the Shareholder controls the right to vote: (as defined below): (Ai) in favor of the adoption approval of the Merger Agreement and the approval consummation of the transactions contemplated thereby, including the Inuvo MergerMergers, and any related proposal actions required in furtherance thereof; ; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (Dii) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation of Bryn Mawr under the Merger Agreement; (iii) against any Acquisition Proposal; and (iv) against any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for the vote or written consent of the shareholders of Bryn Mawr that is intended or would reasonably be expected to impede, frustrate, interfere with, delay, postpone postpone, discourage, frustrate the purposes of or adversely affect the Mergers or any the other transaction transactions contemplated by the Merger Agreement, including Agreement or this Agreement or the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting performance by Bryn Mawr of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this under the Merger Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Each Stockholder hereby irrevocably and unconditionally agrees that during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)term of this Agreement, at every the Stockholders Meeting and at any other meeting of the stockholders of Inuvo called with respect to the Company, however called, including any of the following, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders of Inuvo with respect the Company, such Stockholder shall, in each case to any of the following, fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which such Stockholder hereby irrevocably and unconditionally agrees controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (in person or by proxyb) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) by proxy, or deliver (or cause to be delivered) a written consent with respect tocovering, all of the Subject Covered Shares as to which such Stockholder controls the right to vote (as defined below): (Ai) in favor of the adoption of the Merger Agreement and Agreement; (ii) against any action or agreement that is in opposition to, or competitive or inconsistent with, the approval Merger or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the transactions contemplated therebyCompany contained in the Merger Agreement, including the Inuvo Mergeror of such Stockholder contained in this Agreement; and (iii) against any Takeover Proposal and against any other action, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn agreement or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt transaction that is prohibited by the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at that would otherwise interfere with, delay, postpone, discourage, frustrate the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor purposes of any or adversely affect the Merger or the other matter necessary to consummate the transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement; and (D) against the following actions, including: (1A) any extraordinary corporate transaction, such as a merger, tender offerconsolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); (B) a sale, exchange offer, sale lease or transfer of all a material amount of assets of the Company or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreementreorganization, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting recapitalization or liquidation of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder Company or any of its Affiliates, in connection with or as a result Subsidiaries; (C) an election of new members to the board of directors of the exercise Company, other than nominees to the board of directors of the powers granted to CPT by Company in office on the date of this Section 1(c). Agreement; (dD) The Stockholder shall use his, her, any change in the present capitalization or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited dividend policy of the Company or any amendment or other change to the restrictions set forth Company’s certificate of incorporation or bylaws, except if approved by Parent; or (E) any other change in Sections 4 and 5the Company’s corporate structure or business. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Subject to the date hereof until terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, during the Termination Date time this Agreement is in accordance with Section 8 (the “Voting Period”)effect, at every any annual or special meeting of the stockholders of Inuvo called with respect to the Company, however called, including any of the following, and at every adjournment or postponement thereof, and on every in connection with any action or approval proposed to be taken by written consent of the stockholders of Inuvo with respect the Company, such Stockholder shall, in each case to any of the followingfullest extent that such Stockholder’s Subject Shares are entitled to vote or consent thereon, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the its Subject Shares (as defined below): i) against any Acquisition Proposal or any other action, agreement or transaction involving the Company that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone or prevent the consummation of the Offer or the Merger, including (A) in favor of any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the adoption of Company (other than the Merger Agreement and the approval of the transactions contemplated therebyMerger), including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor any sale, exclusive license or transfer of a material amount of assets (including, for the avoidance of doubt, Intellectual Property) of the Company or its Subsidiaries or any proposal to adjourn reorganization, recapitalization or postpone liquidation of the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person Company or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) any change in favor the present capitalization of the Company or amendment to the Charter or Bylaws, (ii) against any change in membership of the Company Board that is not recommended or approved by the Company Board, and (iii) against any other matter necessary to consummate proposed action, agreement or transaction involving the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement Company that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or postpone, adversely affect or prevent the Mergers consummation of the Offer, the Merger or any the other transaction transactions contemplated by the Merger AgreementAgreement or any other Transaction Document (collectively, including the consummation thereof“Transactions”). The Each Stockholder retains shall retain at all times the authority right to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the such Stockholder’s Subject Shares in such Stockholder’s sole discretion, and without any other limitation, on any applicable record date to, appear, matters other than those set forth in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions 1.2 that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder are at any time at its sole election by written notice provided or from time to time presented for consideration to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)Company’s stockholders generally. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Expiration Date in accordance with Section 8 (the “Voting Period”as defined below), at every the Parent Shareholders Meeting or any other meeting of the stockholders shareholders of Inuvo called with respect to Parent, however called, including any of the following, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders shareholders of Inuvo Parent, relating to any proposed action by the shareholders of Parent with respect to any of the followingmatters set forth in Section 2(a)(ii) below, the Stockholder each Trustee hereby irrevocably and unconditionally agrees to: (i) appear at each such meeting or otherwise cause the Trust Shares that the Trustees have the right to vote or direct the voting of to be counted as present at each such meeting for purposes of calculating a quorum; and (in person or by proxyii) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) by proxy, or deliver (or cause to be delivered) a written consent with respect tocovering, all of the Subject Trust Shares (as defined below): to which it has, directly or indirectly, the right to vote or direct the voting, (A) in favor of the adoption Parent Share Issuance and any other action of the Merger Agreement and the approval shareholders of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal Parent in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Parent Shareholders Meeting to a later date if there are not sufficient votes to adopt approve the Merger Agreement Parent Share Issuance and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Parent Shareholders Meeting to constitute a quorum; quorum and (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any action or proposal in favor of any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganizationamalgamation, consolidation, share exchange, business combination, liquidationjoint venture, dissolution sale of assets or securities or other similar transaction involving Parent or series of transactions involving Inuvo, any of its Subsidiaries Subsidiaries, the business of which constitutes 15% or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, or any liquidation, dissolution, recapitalization, extraordinary dividend or other Person (including significant corporate reorganization of Parent, the business of which constitutes 15% or more of the net revenues, net income or assets of Parent and its Subsidiaries, taken as a whole, or any Inuvo Takover Proposal), combination of the foregoing other than the Mergers Merger, (2) any action or agreement submitted for approval to the shareholders of Parent that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Merger Agreement or of the Trustees contained in this Agreement and (23) any other action or agreement submitted for approval to the shareholders of Parent that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers Merger or the Parent Share Issuance or any other transaction contemplated by the Merger Agreement or this Agreement, including the consummation thereof. The Stockholder retains ; provided, however, that the authority to vote on all other mattersparties acknowledge that this Agreement is entered into by each of the Trustees solely in his/her capacity as trustee of the Voting Trust and that nothing in this Agreement shall prevent such Trustee from discharging his/her fiduciary duties as a member of the board of directors of Parent. (b) At any meeting of the stockholders of Inuvo Any vote required to which be cast or consent required to be executed pursuant to Section 1(a2(a) above shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be duly counted as present for purposes of establishing determining that a quorumquorum is present (if applicable) and for purposes of recording the results of that vote or consent. The Stockholder Trustees shall provide CPT the Company with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject of the Trust Shares. The obligations of the Trustees under this Agreement, including this Section 2, shall not be affected by any breach by the Company of any of its representations, warranties, agreements or covenants set forth in the Merger Agreement. (c) Solely Each of the Trustees hereby covenants and agrees that, except for actions taken in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) furtherance of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to it (i) represent has not entered, and shall not enter at any time while this Agreement remains in effect, into any voting agreement or voting trust with respect to the Subject Trust Shares other than the Voting Trust Agreement, and (ii) votehas not granted, execute written consents and otherwise act (by voting shall not grant at any meeting time while this Agreement remains in effect, a proxy, a consent or power of stockholders of Inuvo or otherwise) attorney with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and Trust Certificates inconsistent with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with terms of this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From The Stockholder hereby irrevocably and unconditionally agrees that during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)term of this Agreement, at every a special meeting of the stockholders of Inuvo called with respect to Beneficial or at any other meeting of the followingstockholders of Beneficial, and at every however called, including any adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders of Inuvo with respect to any of the followingBeneficial (collectively, “Beneficial Stockholders’ Meeting”), the Stockholder hereby irrevocably shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Stockholder and unconditionally agrees that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (in person or by proxyb) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) by proxy, or deliver (or cause to be delivered) a written consent with respect tocovering, all of the Subject Covered Shares as to which the Stockholder controls the right to vote: (as defined below): (Ai) in favor of the adoption and approval of the Merger Agreement and the approval consummation of the transactions contemplated thereby, including the Inuvo MergerMergers, and any related proposal actions required in furtherance thereof; ; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (Dii) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation of Beneficial under the Merger Agreement; (iii) against any Acquisition Proposal; and (iv) against any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for the vote or written consent of the stockholders of Beneficial that is intended or would reasonably be expected to impede, frustrate, interfere with, delay, postpone postpone, discourage, frustrate the purposes of or adversely affect the Mergers or any the other transaction transactions contemplated by the Merger Agreement, including Agreement or this Agreement or the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting performance by Beneficial of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this under the Merger Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder Each Class B Holder hereby irrevocably and unconditionally agrees (a) to be present vote at any meeting of the shareholders of 10X, and in any action by written resolution of the shareholders of 10X, all of such Class B Holder’s 10X Class B Shares (in person together with any other equity securities of 10X that such Class B Holder holds of record or by proxy) and vote (or cause to be voted)beneficially, as of the date of this Agreement, or acquires record or beneficial ownership after the date hereof, collectively, the “Subject 10X Equity Securities”) (with respect to any written consent solicitationi) deliver in favor of the Proposals and (or cause to be deliveredii) a written against, and withhold consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any mergermatter, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement proposal that would reasonably be expected to impederesult in (A) a breach of any of 10X’s or Merger Sub’s covenants, frustrate, interfere with, delay, postpone agreements or adversely affect obligations under the Mergers Merger Agreement or any other transaction contemplated by Ancillary Agreement or (B) any of the conditions to the Closing set forth in Sections 9.01, 9.02 or 9.03 of the Merger AgreementAgreement not being satisfied, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any if a meeting is held in respect of the stockholders of Inuvo matters set forth in clause (a), to which Section 1(a) above is applicable, appear at the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appearmeeting, in person or by proxy, at each meeting or otherwise cause all of the such Class B Holder’s Subject Shares 10X Equity Securities to be counted as present thereat for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. , (c) Solely not to redeem, elect to redeem or tender or submit any of its Subject 10X Equity Securities for redemption in connection with such shareholder approval, the event of a failure Merger or any other transactions contemplated by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Merger Agreement, and except as otherwise expressly provided herein(d) not to, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to directly or indirectly: (i) represent the Subject Shares and solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes a Competing Proposal; (ii) votefurnish or disclose any non-public information about 10X to any Person in connection with a Competing Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Competing Proposal; or (iv) otherwise cooperate in any way with, execute written consents or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Class B Holder shall (y) notify AGT promptly upon receipt of any Competing Proposal by the Class B Holder, and otherwise act describe the material terms and conditions of any such offer in reasonable detail (by voting at any meeting including the identity of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (iPersons making such Competing Proposal) and clause (ii)z) keep AGT reasonably informed on a current basis of any modifications to such offer or information. Prior to any valid termination of the Merger Agreement, regarding the matters referred to in Section 1(a) and Section 1(b) untileach Class B Holder shall take, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the foregoing, this proxy shall automatically be revoked Merger and the other transactions contemplated by the Merger Agreement and on the Termination Date. CPT may terminate this proxy with respect terms and subject to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions conditions set forth in Sections 4 and 5therein. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. Subject to Section 3.3 below, prior to the earlier of (ax) From the date hereof until Expiration Time or (y) immediately following the Termination Date in accordance with Section 8 (time at which the “Voting Period”)Requisite Stockholder Vote is obtained, each Stockholder irrevocably and unconditionally agrees that it shall, at every any meeting of the stockholders of Inuvo called with respect to Lxx (whether annual or special and whether or not an adjourned or postponed meeting), however called, for the purpose of voting on any of the followingmatters set forth in clauses (a) or (b) below, appear at such meeting or otherwise cause the Voting Lxx Common Stock, including New Lxx Common Stock, owned by such Stockholder, to be counted as present thereat for purpose of establishing a quorum, and at every adjournment or postponement thereofto vote, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted)voted at such meeting, or (with respect not less than a number of shares of Voting Lxx Common Stock equal to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all 30% of the Subject Shares total outstanding voting common stock of Lxx (as defined below): being 6,428,123 shares of Lxx Voting Common Stock): (Aa) in favor of the adoption of the Merger Agreement Integration Transaction and the approval of the transactions contemplated thereby, including the Inuvo Merger, but if and only if the Integration Agreement, is not modified, amended or waived (unless such modification, amendment or waiver is in a writing previously consented to in writing by such Stockholder); and (b) against (i) any related agreement, transaction or proposal in furtherance thereofthat relates to an Alternative Proposal; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1ii) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to result in a breach by any member of the Lxx Group of any covenant, representation or warranty or any other obligation or agreement contained in the Integration Agreement and (iii) any other action that could reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect any of the Mergers or any other transaction transactions contemplated by the Merger Integration Agreement, including the consummation thereofMerger, or this Agreement. The Stockholder retains the authority to vote on all other matters. (b) At Any attempt by any meeting of the stockholders of Inuvo Stockholders to which Section 1(a) above is applicablevote, the Stockholder shall, consent or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent express dissent with respect to any Subject Shares. (c) Solely in or otherwise to utilize the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided hereinvoting power of), the Stockholder hereby irrevocably grants to Stockholders in contravention of Section 3.2 shall be null and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)void ab initio. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From The Stockholder hereby irrevocably and unconditionally agrees that during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)term of this Agreement, at every a special meeting of the stockholders of Inuvo called with respect to WSFS or at any other meeting of the followingstockholders of WSFS, and at every however called, including any adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders of Inuvo with respect to any of the followingWSFS (collectively, “WSFS Stockholders’ Meeting”), the Stockholder hereby irrevocably shall, in each case to the fullest extent that such matters are submitted for the vote or written consent of the Stockholder and unconditionally agrees that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and (in person or by proxyb) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) by proxy, or deliver (or cause to be delivered) a written consent with respect tocovering, all of the Subject Covered Shares as to which the Stockholder controls the right to vote: (as defined below): (Ai) in favor of the adoption and approval of the Merger Agreement and the approval consummation of the transactions contemplated thereby, including the Inuvo MergerMergers and WSFS Share Issuance, and any related proposal actions required in furtherance thereof; ; (Bii) against any action or agreement that could result in favor a breach of any proposal to adjourn covenant, representation or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person warranty or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by obligation of WSFS under the Merger Agreement; and and (Diii) against any action, agreement, amendment to any agreement or organizational document, transaction, matter or proposal submitted for the following actions: (1) any merger, tender offer, exchange offer, sale vote or written consent of all the stockholders of WSFS that is intended or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone postpone, discourage, frustrate the purposes of or adversely affect the Mergers or any the other transaction transactions contemplated by the Merger Agreement, including Agreement or this Agreement or the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting performance by WSFS of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this under the Merger Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From At the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)Special Meeting, at every or any other meeting of the stockholders shareholders of Inuvo Acquiror (whether annual or special and whether or not an adjourned or postponed meeting, however called with respect to and including any of the following, and at every adjournment or postponement thereof) or in any other circumstance in which the vote, and on every action consent or other approval by written consent of the stockholders shareholders of Inuvo with respect to any of the followingAcquiror is sought, the Stockholder hereby each Supporting Sponsor Shareholder irrevocably and unconditionally agrees that it shall (a) appear at each such meeting or otherwise cause all of its Subject Acquiror Securities to be counted as present thereat for purposes of calculating a quorum and (in person or by proxyb) and vote (or cause to be voted), or (with respect to any execute and deliver a written consent solicitation) deliver (or cause to be delivered) a written consent with respect toto be executed and delivered) covering, all of the its Subject Shares (as defined below): (A) Acquiror Securities: a. in favor of each Transaction Proposal; b. against any offer, inquiry, proposal or indication of interest (whether written or oral, binding or non-binding) relating to a Business Combination (in each case, other than the adoption of Transaction Proposals); c. against any merger agreement or merger (other than the Merger Combination Agreement and the approval of the transactions contemplated thereby, including the Inuvo MergerBusiness Combination or the other Transaction Proposals), and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any mergerconsolidation, tender offer, exchange offercombination, sale of all or substantially all substantial assets, reorganization, recapitalization, reorganizationdissolution, consolidationliquidation or winding up of or by Acquiror; and d. against any proposal, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede(i) prevent, frustratematerially impede or materially delay the consummation of the transactions contemplated by the Combination Agreement, interfere withincluding the Business Combination or (ii) result in any liquidation, delaydissolution or other change in Acquiror’s corporate structure or business other than as contemplated by the Combination Agreement. Each Supporting Sponsor Shareholder hereby agrees that it shall not, postpone in its capacity as a stockholder of the Sponsor, commit or adversely affect agree to take any action inconsistent with the Mergers foregoing, regardless of whether or not the Business Combination or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At Combination Agreement or any meeting of the stockholders of Inuvo to which Section 1(a) action described above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure recommended by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)Acquiror Board. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the The Stockholder hereby irrevocably and unconditionally agrees that during the term of this Agreement, at any meeting of stockholders of the Company called to vote upon the election of members of the Board of Directors of the Company (a “Board Election”) or at any adjournment or postponement thereof and in any other circumstances in which a vote, consent or other approval (including by written consent) with respect to a Board Election is sought from or on behalf of the stockholders of the Company, the Stockholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause the Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (in person or by proxyb) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) by proxy, or deliver (or cause to be delivered) a written consent with respect tocovering, all of the Subject Shares Covered Shares: (i) in favor of an increase in the authorized number of directors of the Company and the election as defined below): directors of the Company of each of: • Xxxxxx X. Xxxxxx; and • such additional persons as the Gregorys may nominate or support for election as directors at such meeting (Aunderstanding that it is the current intent of the Gregorys to not vote in favor of the election as directors of Xxxxxx X. (Chip) Xxxxxx III or Xxxxxxx X. Xxxxxxxx at such meeting); (ii) in favor of an increase in the authorized number of directors by up to two (and possibly more if necessary in response to actions that the Company might take); (iii) in favor of a stockholder proposal to declassify the Company’s Board of Directors; (iv) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any Company’s proposal to adjourn or postpone ratify the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt appointment of BKD, LLP as the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at Company’s independent auditors for the Inuvo Stockholders’ Meeting to constitute a quorumyear ending December 31, 2012; and (Cv) in favor of any other matter necessary to consummate the transactions contemplated as instructed by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote Gregorys on all other matters. (b) At any meeting matters presented to a vote of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Sharessuch meeting. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until Prior to the Termination Date in accordance with Section 8 (Date, the “Voting Period”)Holder irrevocably and unconditionally agrees that it shall, at every any meeting of the stockholders of Inuvo called with respect to any of the followingCompany (whether annual or special and whether or not an adjourned or postponed meeting), and however called, appear at every adjournment such meeting or postponement thereof, and on every action or approval by written consent of otherwise cause the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees Shares to be counted as present thereat for purpose of establishing a quorum and vote (or consent), or cause to be voted (in person or by proxy) and vote at such meeting (or validly execute and return and cause such consent to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent granted with respect to), all of the Subject Shares Shares: (as defined below): (Aa) in favor of (i) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, (ii) the adjournment of the Company Stockholder Meeting if necessary to solicit proxies in favor of the adoption of the Merger Agreement and the consummation of the transactions contemplated thereby or to establish a quorum, and (iii) any related proposal other matter or action necessary to the consummation of the Merger (the votes described in clauses (i) - (iii), collectively, the “Transaction Matters”). In furtherance thereofof the foregoing obligations of the Holder, the Holder hereby agrees to deliver or deposit a proxy or voting instruction form, as the case may be, duly completed and executed in respect of all of the Shares, as directed in the Proxy Statement, as soon as practicable following the mailing of the Proxy Statement to the Company Stockholders, and in any event at least 5 days prior to the Company Stockholder Meeting, voting all such Shares in accordance with the foregoing sentence. The Holder hereby agrees that neither it nor any person on its behalf will take any action to withdraw, amend or invalidate any proxy or voting instruction form deposited by the Holder pursuant to this Agreement notwithstanding any statutory or other rights or otherwise which the Holder might have; provided that, when the Holder is permitted to vote (Bor consent) only the Recommendation Change Voting Power (as defined below) in favor of approving the Transaction Matters as contemplated by Section 3,2, the Holder may withdraw or amend a proxy or voting instruction form, or otherwise take any actions reasonably necessary or advisable, in order to reduce the voting power voted (or consented to) with respect to the approving the Transaction Matters from 100% of the aggregate voting power of the Shares to the Recommendation Change Voting Power; and (b) against (i) any agreement, transaction or proposal that relates to adjourn an Acquisition Proposal or postpone the Inuvo Stockholders’ Meeting any other transaction, proposal, agreement or action made in opposition to a later date if there are not sufficient votes to adopt adoption of the Merger Agreement and/or if there are not sufficient shares present or in person competition or by proxy at inconsistent with the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any Merger and the other matter necessary to consummate the transactions or matters contemplated by the Merger Agreement; and (D) against the following actions: (1ii) any mergeraction or agreement that would result in a breach of any covenant, tender offer, exchange offer, sale representation or warranty or any other obligation or agreement of all the Company or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person contained in the Merger Agreement or of the Holder contained in this Agreement; (including any Inuvo Takover Proposal), other than the Mergers and (2iii) any other action or agreement that would reasonably be expected to result in (A) any condition to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or (B) any change to the voting rights of any class of shares of capital stock of the Company (including any amendments to the Company’s Organizational Documents); (iv) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company; (v) any election of directors of the Company (other than the election of directors proposed by the Company as part of “management’s slate” in the Company’s own proxy statement) or any other matters proposed by a third party in a proxy solicitation; and (vi) any other action that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or discourage, postpone, adversely affect or frustrate the Mergers or purposes of any other transaction of the transactions contemplated by the Merger Agreement, including the consummation thereofMerger, or this Agreement. The Stockholder retains Any attempt by the authority Holder to vote, consent or express dissent with respect to (or otherwise to utilize the voting power of), the Shares in contravention of this Section 3,1 shall be null and void ab initio. If the Holder is the Beneficial Owner, but not the holder of record, of any Shares, the Holder agrees to take all actions necessary to cause the holder of record and any nominees to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing exercise a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (cto) Solely in the event all of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject such Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)3,1. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Subject to Section 8 (the “Voting Period”3.03(c), at each and every Stockholders Meeting, each of the Holders hereby agrees (x) if any annual or special meeting of the stockholders of Inuvo called with respect the Company is held, to any of the following, and appear at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each such meeting or otherwise cause all of the Subject any Affiliate Shares, Capital Partners Shares, OTQ Shares or Capital Partners 100 Shares owned by such Holder to be counted as present thereat for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five , and (5y) Business Days’ written notice prior to signing any action proposed vote or to be taken act by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done voted or acted upon by written consent), all Affiliate Shares, Capital Partners Shares, OTQ Shares and Capital Partners 100 Shares, owned by such Holder, in accordance with this Agreement. Notwithstanding each case: (A) In favor of: (i) All of the foregoingRGGPLS Nominees (if directors are to be elected at such Stockholders Meeting); (ii) Any RGGPLS Matter; and/or (iii) Any Other Matter, this proxy shall automatically be revoked on only if RGGPLS directs (by written notice) the Termination Date. CPT may terminate this proxy with respect Holder to vote in favor of such Other Matter; and (B) Against: (i) The election of any person or persons nominated in opposition to the Stockholder RGGPLS Nominees (if directors are to be elected at any time at its sole election such Stockholders Meeting); (ii) Any matter brought before such Stockholders Meeting to be acted upon by the stockholders of the Company that is in opposition to an RGGPLS Matter; and/or (iii) Any Other Matter, only if RGGPLS directs (by written notice provided notice) the Holder to vote against such Other Matter. For the Stockholder. The avoidance of doubt, it is agreed by the parties acknowledge hereto that the aggregate number of Affiliate Shares, Capital Partners Shares, OTQ Shares and agree that neither CPTCapital Partners 100 Shares shall not exceed 1,785,714 shares of Common Stock (subject to adjustment from time to time to reflect any stock dividends, nor any of its Affiliatesstock splits, shall owe any duty (fiduciary stock issuances, reverse stock splits, combinations, recapitalizations, reclassifications, mergers, consolidations or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(cother similar transactions). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date Unless this Agreement is validly terminated as provided in accordance with Section 8 (the “Voting Period”)9, at every the Acquiror Shareholders Meeting, or any other meeting of the stockholders of Inuvo Acquiror Shareholders (whether annual or special and whether or not an adjourned or postponed meeting, however called with respect to and including any of the following, and at every adjournment or postponement thereof) or in any other circumstance in which the vote, and on every action consent or other approval by written consent of the stockholders of Inuvo with respect to any of the followingAcquiror Shareholders is sought, the Stockholder hereby Supporting Shareholder irrevocably and unconditionally agrees that solely in his, her or its capacity as a stockholder or proxy holder of Acquiror, he, she or it shall: (a) when such meeting is held, appear at each such meeting or otherwise cause all of the Subject Securities to be counted as present thereat for purposes of calculating a quorum; and (b) vote (or execute and return an action by written consent), or cause to be voted (or validly execute and deliver a written consent covering), all of the Subject Securities owned as of the record date for such meeting (or the date that any written consent is executed by such Supporting Shareholder): (i) in person favor of the Business Combination, Acquiror’s entry into the Business Combination Agreement, the Transaction Proposals, and any other matters necessary or reasonably requested by proxyXxxxxxxx and Newco in connection therewith; (ii) in favor of, and vote consent to or approve (or cause to be votedconsented to or approved), any other circumstances upon which a consent or (other approval of the Acquiror Shareholders is required or permitted under Acquiror’s organizational documents or otherwise sought with respect to any written consent solicitation) deliver the Business Combination; (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (Diii) against the following actions: any Acquiror Acquisition Proposal (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal)in each case, other than the Mergers Business Combination Proposal or the other Transaction Proposals); (iv) against any merger agreement or merger (other than the Business Combination Agreement and (2) the Business Combination, or the other Transaction Proposals), change in control, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror with any other Person other than the XxXxxxx Companies or their respective Affiliates that is required or permitted to be submitted to a vote of the Acquiror Shareholders, to which the XxXxxxx Companies have not consented (other than as contemplated by the Business Combination Agreement); (v) against any action, agreement, transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Acquiror under the Business Combination Agreement or that would reasonably be expected to prevent the Business Combination from being consummated; and (vi) against any proposal, action or agreement that would reasonably be expected to (A) prevent, impede, delay, frustrate, interfere with, delaypostpone, postpone or adversely affect the Mergers consummation of the Business Combination or (B) result in any liquidation, dissolution or other transaction change in Acquiror’s corporate structure or business other than as contemplated by the Merger Business Combination Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting obligations of the stockholders of Inuvo to which Supporting Shareholder specified in this Section 1(a) above is applicable, the Stockholder shall, or 1 shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to apply whether (i) represent the Subject Shares and Acquiror Board recommends the Business Combination, the Business Combination Agreement, the Transaction Proposals, or any action described above or (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in Acquiror Board has previously recommended the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to LawBusiness Combination, the Termination DateBusiness Combination Agreement, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder Transaction Proposals or any of its Affiliates, in connection with action described above and subsequently withdrawn or as a result of the exercise of the powers granted to CPT by this Section 1(c)otherwise changed such recommendation. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Subject to the date hereof until the Termination Date earlier termination of this Agreement in accordance with Section 8 12, each Sponsor Party, severally and not jointly, irrevocably and unconditionally agrees that it (a) shall appear at the “Voting Period”), Parent Stockholder Meeting and any adjournment or postponement thereof and (b) at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every Parent Stockholder Meeting or adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders of Inuvo with respect to any of the followingParent, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and shall vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted), or (with respect to any written consent solicitation) deliver voted at such meeting (or cause such consent to be delivered) a written consent duly and promptly executed and delivered with respect to), all of the Subject its Shares (as defined below): (Ai) in favor of any proposal for the approval and adoption of the Merger Agreement and the approval of Agreement, the transactions contemplated therebyby the Merger Agreement (the “Transactions”), any other proposal submitted for approval by the stockholders of Parent in connection with the Transactions, and any other matters necessary for consummation of the Transactions, including the Inuvo Merger, and any related proposal in furtherance thereof; (Bii) in favor of any proposal to adjourn or postpone a Parent Stockholder Meeting at which there is a proposal for stockholders of Parent to adopt the Inuvo Stockholders’ Meeting Merger Agreement to a later date if there are not sufficient votes to adopt the Merger Agreement and/or or if there are not sufficient shares of Parent Stock present in person or represented by proxy at the Inuvo Stockholders’ such Parent Stockholder Meeting to constitute a quorum; , (Ciii) against any action, agreement or transaction or proposal that would result in favor a material breach of any covenant, representation or warranty or any other matter necessary to consummate the transactions contemplated by obligation or agreement of Parent under the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impededelay the consummation of the Transactions, frustrateincrease the likelihood of the failure of the consummation of the Transactions or result in the failure of the Transactions from being consummated, interfere with(iv) against any merger agreement or merger (other than the Merger Agreement and the Merger), delayconsolidation, postpone combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or adversely affect winding up of or by Parent, (v) against any change in the Mergers business, management or board of directors of Parent and (vi) against any other action, transaction contemplated by or agreement that change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Parent. Each Sponsor Party agrees not to enter into any commitment, agreement, understanding or similar arrangement with any person (as defined in the Merger Agreement, including the consummation thereof. The Stockholder retains the authority ) to vote on all other matters. (b) At or give voting instructions or express consent or dissent in writing in any meeting of manner inconsistent with the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) terms of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)1. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From 2.1 Except to the date hereof until extent waived in writing by the Termination Date Bidder in accordance with Section 8 (the “Voting Period”)its discretion, at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to TELVENT, however called, or at any adjournment thereof, or in any other circumstances upon which Section 1(a) above a vote, consent or other approval of all or some of the stockholders of TELVENT is applicablesought, the Selling Stockholder shall, or shall direct the holder(s) of record of vote all of the Subject Shares on any applicable record date to, appear, in person or owned by proxy, at each meeting or otherwise cause all of it (to the extent the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely are not purchased in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to Offer): (i) represent against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of TELVENT under the Subject Shares Transaction Agreement or of any of the parties hereto under this Agreement; and (ii) vote, execute written consents and otherwise act against the following actions (by voting at any meeting of stockholders of Inuvo other than the transactions contemplated or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted permitted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do Transaction Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder other business combination involving TELVENT or any of its Affiliatessubsidiaries; (B) any sale, lease or transfer of a material amount of assets of TELVENT or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of TELVENT or any of its subsidiaries; (D) any change in connection with or as a result the majority of the exercise Company Board; (E) any change in the present capitalization of TELVENT or any amendment of the powers granted articles of association of TELVENT; (F) any other material change in the corporate structure or business of TELVENT; and (G) any other action, transaction or proposal involving TELVENT or any of its subsidiaries that is intended or would reasonably be expected to CPT (x) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Transaction Agreement, any of the transactions contemplated by the Transaction Agreement or this Section 1(cAgreement or the contemplated economic benefits of any of the foregoing or (y) change in any manner the voting rights of any Subject Shares; provided that none of the foregoing shall prohibit the Selling Stockholder from fulfilling his duties as the Chief Executive Officer and Chairman of the Board of Directors of TELVENT under provisions of Spanish law and in particular those related to the independence of directors and the fiduciary duties and duty of care of directors under Spanish Stock Corporation Law (Ley de Sociedades de Capital). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions 2.2 Except as set forth in Sections 4 Section 2.1, Selling Stockholder shall retain at all times the right to vote its Subject Shares in its sole discretion and 5. (e) The following capitalized terms, as used without any other limitation on those matters other than those set forth in this Agreement that are at any time or from time to time presented for consideration to the Company’s stockholders to the extent that the Company is entitled to do so or not prohibited from doing so under the Transaction Agreement, shall have the meanings set forth below:.

Agreement to Vote. (a) From The Stockholders hereby agree that, from and after the date hereof and until the Termination Date in accordance with date on which this Agreement is terminated pursuant to Section 8 (the “Voting Period”)5.1, at every the Dime Stockholders Meeting or any other meeting of the stockholders of Inuvo called Dime, however called, or in connection with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the followingDime, the Stockholder hereby irrevocably and unconditionally agrees Stockholders shall: (a) appear at each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (in person or by proxyb) and vote (or cause to be voted), in person or (with respect to any by proxy, or deliver a written consent solicitation) deliver (or cause a consent to be delivered) a written consent with respect tocovering, all the Shares, and any other voting securities of Dime (whether acquired heretofore or hereafter), that are beneficially owned by the Subject Shares Stockholders or as to which the Stockholders have, directly or indirectly, the right to vote or direct the voting, (as defined below): (Ai) in favor of the adoption and approval of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, Merger and any related proposal other action requested by Washington Mutual in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (Dii) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Dime contained in the Merger Agreement or of the Stockholders contained in this Agreement; and (iii) against any Acquisition Proposal or any other action, agreement or transaction that is intended, or could reasonably be expected expected, to materially impede, frustrate, interfere or be inconsistent with, delay, postpone postpone, discourage or materially and adversely affect the Mergers Merger or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except including: (A) any extraordinary corporate transaction, such as otherwise expressly provided hereina merger, consolidation or other business combination involving Dime or its Subsidiaries (other than the Stockholder hereby irrevocably grants to and appoints CPT Merger); (and any designee thereofB) as the Stockholder’s proxy and attorney-in-fact (with full power a sale, lease or transfer of substitution), for and in the name, place and stead a material amount of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting assets of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder Dime or any of its AffiliatesSubsidiaries or a reorganization, recapitalization or liquidation of Dime or any of its Subsidiaries; (C) a material change in connection with the policies or management of Dime; (D) an election of new members to the board of directors of Dime, except where the vote is cast in favor of the nominees of a majority of the existing directors; (E) any material change in the present capitalization or dividend policy of Dime or any amendment or other change to Dime's certificate of incorporation or bylaws; or (F) any other material change in Dime's corporate structure or business; provided, however, that nothing in this Agreement shall limit or affect any actions taken by any member of the board of directors of Dime nominated by, or appointed at the request of, the Stockholders solely in his or her capacity as a result director of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use hisDime; provided, herfurther, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted nothing in accordance with this Agreement and are otherwise subject shall be interpreted as obligating the Stockholders to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5exercise any Warrants. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From SOFTBANK hereby agrees during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting term of the stockholders of Inuvo called with respect to any of the followingthis Agreement that it shall, and at every adjournment or postponement thereof, and on every action or approval by written consent of shall cause the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) holder of record of all of the Subject Shares on any applicable record date to, appearat the request of CNET, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of stockholders of Z-D, however called, or in connection with any written consent of the holders of Z-D Common Stock, (a) if a meeting is held, appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum, and (b) vote or consent (or cause to be voted or consented), in person or by proxy, at each meeting all Shares, and any other voting securities of Z-D (whether acquired heretofore or otherwise cause all hereafter) that are beneficially owned or held of record by SOFTBANK or as to which SOFTBANK has, directly or indirectly, the right to vote or direct the voting (collectively, the "Subject Shares"), in favor of the Subject Shares approval and adoption of the Merger Agreement, the Merger and the transactions contemplated thereby. SOFTBANK further agrees to be counted as present for purposes use its reasonable good faith efforts to cause the shareholders of establishing a quorumZ-D to approve the Merger and the transactions and matters contemplated in connection therewith and to not, directly or indirectly, solicit or encourage any offer from any party concerning the possible disposition of all or any substantial portion of its business, assets or capital stock. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in In the event Z-D's board of directors does not call a failure by meeting of its stockholders to approve the Stockholder Merger and the transactions and matters contemplated in connection therewith, SOFTBANK agrees to act take all action permitted under the amended and restated certificate of incorporation and bylaws of Z-D and under Delaware law necessary to call a meeting of its stockholders to approve the Merger and the transactions and matters contemplated in accordance connection therewith. Nothing in this Agreement shall be deemed to interfere with its obligations pursuant to Section 1(a) and Section 1(b) the consummation of this Agreement, and except as otherwise expressly provided hereinthe Spin-Off, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead payment of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at Cash Dividend or any meeting of stockholders of Inuvo steps or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, SOFTBANK must take in connection with or as a result the consummation of the exercise of the powers granted to CPT by this Section 1(c)such transactions. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Subject to Section 8 (the “Voting Period”2(c), at every the Company Stockholders’ Meeting or any other meeting of the stockholders of Inuvo the Company called with respect to any of vote upon the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the followingMerger, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and Shareholders shall vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Voting Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval Agreement. At any meeting of stockholders of the transactions contemplated therebyCompany or at any adjournment thereof or in any other circumstances upon which their vote or other approval is sought, including the Inuvo Merger, and any related proposal in furtherance thereof; Shareholders shall vote (Bor cause to be voted) in favor all of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) Voting Shares in favor of any other matter necessary to consummate the consummation of the transactions contemplated by the Merger Agreement; Agreement and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries considered and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated voted upon by the Merger Agreement, including stockholders of the consummation thereof. The Stockholder retains the authority to vote on all other mattersCompany. (b) At any meeting of the stockholders of Inuvo to the Company or at any adjournment thereof or in any other circumstances upon which Section 1(a) above their vote or other approval is applicablesought, the Stockholder shall, Shareholders shall vote (or shall direct the holder(scause to be voted) of record of all of the Voting Shares: (i) against any Competing Proposal or any action which is a component of any Competing Proposal, (ii) against the adoption of any Competing Transaction Agreement and (iii) against any other action that would in any manner (A) prevent, impede, frustrate or nullify any provision of the Merger Agreement, (B) change the voting rights of any class of capital stock of the Company or (C) otherwise interfere with or delay the transactions contemplated by the Merger Agreement. (c) In the event of a Change in the Company Recommendation made in compliance with the Merger Agreement, solely in connection with a vote that is subject to Section 2(a): (i) the number of shares of Company Common Stock that shall be considered “Voting Shares” pursuant to this Agreement shall be modified without any further notice or any action by the Company or the Shareholders to be only such number that is equal to thirty three percent (33%) of the total number of outstanding shares of Company Common Stock (the “Lock-Up Subject Shares”), such that the Shareholders shall only be obligated to vote the Lock-Up Subject Shares on any applicable record date toin the manner set forth in Section 2(a); and (ii) the Shareholders, appearin their sole discretion, shall be free to vote or cause to be voted, in person or by proxy, at each meeting or otherwise cause all of the remaining Voting Shares in excess of the Lock-Up Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing in any action proposed to be taken by written consent with respect to any Subject Sharesmanner they may choose. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. The Stockholder agrees that: (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every At any meeting of the stockholders of Inuvo the Company called to vote upon the Merger Agreement and the transactions contemplated thereby, however called, or at any adjournment thereof or in connection with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders holders of Inuvo Common Stock or in any other circumstances upon which a vote, consent or other approval with respect to any of the followingMerger Agreement and the transactions contemplated thereby is sought, the Stockholder hereby irrevocably and unconditionally agrees to shall be present (in person or by proxy) and shall vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) then held of record or beneficially owned by the Stockholder in favor of the adoption of Merger and the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to the Company, however called, or at any adjournment thereof or in connection with any written consent of the holders of Common Stock or in any other circumstances upon which Section 1(a) above a vote, consent or other approval is applicablesought, the Stockholder shall, shall vote (or shall direct the holder(scause to be voted) all Subject Shares then held of record or beneficially owned by the Stockholder against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, the Offer or the other transactions contemplated by this Agreement and the Merger Agreement, including, but not limited to: (i) any Acquisition Proposal; (ii) any action that is likely to result in a breach in any respect of all any representation, warranty, covenant or any other obligation or agreement of the Subject Shares on Company under the Merger Agreement or result in any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares conditions set forth in Exhibit A to be counted the Merger Agreement not being fulfilled; (iii) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company and/or its Subsidiaries; (iv) a sale, lease or transfer of a material amount of assets of the Company and its Subsidiaries or a reorganization, recapitalization, dissolution, winding up or liquidation of the Company and/or its Subsidiaries; (v) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by Purchaser; (vi) any material change in the present for purposes capitalization or dividend policy of establishing a quorum. The Stockholder shall provide CPT with at least five the Company; or (5vii) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Sharesother material change in the Company's corporate structure, business, certificate of incorporation or bylaws. (c) Solely The Stockholder understands and acknowledges that Purchaser and Merger Sub are entering into the Merger Agreement in reliance upon the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) Stockholder's execution and Section 1(b) delivery of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized termsNotwithstanding the foregoing Sections (a) through (d), to the extent the Stockholder's voting rights (and rights to take such other actions specified in Sections 4(a) and (b)) are restricted as used in this Agreement, shall have the meanings set forth below:on Annex A, with respect to such Subject Shares, the Stockholder agrees only to use his reasonable best efforts to cause the actions specified in Sections (a) through (d) hereof.

Agreement to Vote. During the period commencing on the date hereof and ending on the earlier to occur of (a) From the Effective Time, and (b) such date hereof until and time as the Termination Date Merger Agreement shall be terminated in accordance with Section 8 12.1 thereof (the “Voting PeriodExpiration Time”), each Shareholder, with respect to its Shares, hereby irrevocably agrees to (1) appear at every any meeting of the stockholders shareholders of Inuvo called with respect Parent (a “Parent Shareholders’ Meeting”) in person or proxy or otherwise cause the Shares to any be counted as present thereat for the purpose of the followingestablishing a quorum, and (2) vote, or cause to be voted or consented at every adjournment a Parent Shareholders’ Meeting, or postponement thereof, and on every in any action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect toshareholders, all of the Subject Shares owned as of the record date for such meeting (as defined below): (Aa) in favor of the approval and adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (Cb) in favor of any other matter reasonably necessary to consummate the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any Parent Shareholders’ Meeting, (c) in favor of the approval of the Parent Party Shareholder Approval Matters (as defined in the Merger Agreement; ) (or, if there are insufficient votes in favor of any of the foregoing (a), (b) and (Dc), in favor of the adjournment of such Parent Shareholders’ Meeting to a later date), (d) against the following actions: (1) approval of any merger, tender offerscheme of arrangement, exchange offerconsolidation, sale reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent, Purchaser or Merger Sub, or any public offering of any shares of Parent, Purchaser, Merger Sub or any of its material subsidiaries, or, in case of a public offering only, a newly-formed holding company of Parent, Purchaser or Merger Sub or such material subsidiaries, other than the Merger Agreement and the transactions contemplated thereby, (e) against the approval of any purchase of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, of the assets of or other business combination, liquidation, dissolution or similar combination transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers Merger Agreement and (2) the transactions contemplated thereby), or against any other proposal, action or agreement that would reasonably be expected to (i) impede, frustrate, interfere withprevent or nullify any provision of this Agreement, delaythe Merger Agreement, postpone the Reincorporation Merger or adversely affect the Mergers Acquisition Merger, (ii) result in a breach in any respect of any covenant, representation, warranty or any other transaction obligation or agreement of Parent, Purchaser or Merger Sub under the Merger Agreement, or (iii) result in any of the conditions set forth in Article X of the Merger Agreement not being fulfilled, and (f) against any amendment of the organizational documents of Parent or any change in Parent’s capitalization, corporate structure or business other than as contemplated by the Merger Agreement, including . Each Shareholder acknowledges receipt and review of a copy of the consummation thereofMerger Agreement. The Stockholder retains obligations of each Shareholder specified in this Section 1 shall apply whether or not the authority to vote on all other matters. (b) At Reincorporation Merger or the Acquisition Merger or any meeting of the stockholders of Inuvo to which Section 1(a) action described above is applicable, the Stockholder shall, recommended by Parent’s Board of Directors. Each Shareholder hereby irrevocably agrees that it shall not commit or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares agree to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing take any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and inconsistent with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the The Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Company Shares at any annual, special or other meeting of the stockholders of the Company (as defined below): including the meeting of the Company’s stockholders contemplated by Section 5.4 of the Merger Agreement), and at any postponement or adjournment or adjournments thereof, or pursuant to any consent or action in writing in lieu of a meeting or otherwise: (Ai) in favor of the approval of the Merger and the other transactions contemplated by the Merger Agreement and in favor of the approval and adoption of the Merger Agreement and Agreement; (ii) against any Company Acquisition Proposal (other than the approval Merger); (iii) against (A) any change in a majority of individuals who constitute the Board of Directors of the Company, (B) any amendment to the Company’s Articles of Incorporation or Bylaws or (C) any other action involving the Company or any of its Subsidiaries which is intended, or could reasonably be expected, to impede, interfere with, discourage, impair or adversely affect (x) the ability of the Company to consummate the Merger or (y) the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt by the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at this Agreement (other than the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate Merger and the transactions contemplated by the Merger Agreement); and and (Div) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impederesult in a material breach of any covenant, frustrate, interfere with, delay, postpone representation or adversely affect the Mergers warranty or any other transaction obligation of the Company under the Merger Agreement. (b) The Stockholder hereby revokes any and all previous proxies granted with respect to matters set forth in Section 1(a) hereof. In addition, the Stockholder shall not, directly or indirectly, except as provided in this Agreement, grant any proxies or powers of attorney with respect to matters set forth in Section 1(a) hereof, deposit any of the Company Shares into a voting trust or enter into a voting agreement with respect to any of the Company Shares. (c) Subject to the last two sentences of this subsection (c), the Stockholder hereby irrevocably appoints Parent or its designee as the Stockholder’s agent, attorney and proxy, to vote (or cause to be voted) the Company Shares owned by the Stockholder in favor of approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the consummation thereofas applicable. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above This proxy is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes is granted in consideration of Parent and Merger Sub entering into the Merger Agreement. In the event that the Stockholder fails for any proxy previously granted reason to vote the Company Shares in accordance with the requirements of Section 1(a) hereof, then the proxyholder shall have the right to vote the Company Shares in accordance with the first sentence of this subsection (c). The vote of the proxyholder shall control in any conflict between the vote by the proxyholder and the vote by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)Company Shares. (d) The Stockholder shall use his, her, not enter into any agreement or its, reasonable best efforts to ensure understanding or make any commitment with any Person that all Jointly Owned Shares are voted would violate or be inconsistent with any provision or agreement contained in accordance with this Agreement and are represents that the Stockholder has not done so as of the date of this Agreement; provided, however, that nothing in this Agreement shall be deemed to obligate the Stockholder to take, or omit to take, any action in his capacity as a director of the Company in furtherance of the Merger if the Stockholder reasonably believes, upon the advice of his counsel, that such action would violate or otherwise subject to its terms and restrictions, including but not limited contravene the fiduciary obligations owed by the Stockholder to the restrictions set forth other stockholders of the Company solely in Sections 4 and 5his capacity as a director of the Company. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Each Stockholder hereby irrevocably and unconditionally agrees that, from the date hereof until the earlier of (a) the Requisite Stockholder Approval having been obtained and (b) termination of this Agreement in accordance with Section 5.1 (the “Agreement Term”), it shall (i) take all such actions as may be reasonably required to cause each Subject Share to be present (present, in person or by proxy, at any annual or special meeting of the stockholders of the Company, including the Stockholders’ Meeting, however called, in connection with or related to the Merger Agreement, the Merger, and each of the other transactions contemplated by the Merger Agreement (including in connection with any Superior Proposal) for the purposes of determining the presence of a quorum (including at any adjournments or postponements thereof, each a “Company Stockholder Meeting”) and (ii) at any Company Stockholder Meeting vote (or cause to be voted), voted or (with respect to any written consent solicitation) deliver (or cause to be delivered) a acted upon by written consent with respect tothereto), to the extent entitled to vote thereon, all of the its Subject Shares (as defined below): Shares: (A) in favor of the (1) approval and adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, Merger and any related proposal in furtherance thereof; (B2) in favor approval of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting such meeting to a later date if there are not sufficient votes to adopt for adoption of the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate and the transactions contemplated by thereby, including the Merger AgreementMerger; and and (DB) against the following actions: any (1) any mergerSuperior Proposal, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to (x) result in a material breach of any representation, warranty, covenant or agreement of the Company under the Merger Agreement or of the Stockholder under this Agreement or (y) prevent or impede, frustratefrustrate the purposes of, interfere with, delay, postpone or adversely affect the Mergers consummation of the Merger or any the other transaction transactions contemplated by the Merger Agreement, Agreement (including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting amendment of the stockholders Company Charter and Company Bylaws) in any material respect, and (3) merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of Inuvo to which Section 1(a) above is applicablea material amount of assets, reorganization, recapitalization, dissolution, liquidation, winding up of, or any other extraordinary transaction involving, the Stockholder shall, or shall direct Company (other than the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(cMerger). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Until the date hereof until the Termination Date termination of this Agreement in accordance with Section 8 (the “Voting Period”)its terms, at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the each Stockholder hereby irrevocably and unconditionally agrees to be present (in person vote or by proxy) and vote (or to cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, voted all of the Subject Shares, to the extent the Shares carry the right to vote thereon, at any other annual or special meeting of stockholders of Daleen where any such proposal is submitted, and in connection with any xxxxxen consent of stockholders (as defined below): including, without limitation, any vote or consent of any class or series of stockholders to which such Stockholder belongs), (Aa) in favor of the adoption of the Merger Agreement Daleen Proposals and the (b) against (i) approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal made in oxxxxxxion to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate competition with the transactions contemplated by the Merger Asset Purchase Agreement; and , (D) against the following actions: (1ii) any merger, tender offer, exchange offerconsolidation, sale of all or substantially all assets, recapitalization, reorganization, consolidationbusiness combination, share exchange, business combination, liquidation, dissolution reorganization or similar transaction recapitalization of Daleen or series of transactions involving Inuvo, any of its Subsidiaries and subsidiaries, with or involving any party other Person thxx xx contemplated by the Asset Purchase Agreement, (including iii) any Inuvo Takover Proposal)liquidation or winding up of Daleen, (iv) any extraordinary dividend by Daleen, (v) any change xx xxx capital structure of Daleen (other than xxxx pursuant to the Mergers Asset Purchase Agreement) and (2xx) any xxy other action or agreement that would may reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect attempt to discourage the Mergers consummation of the Purchase or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At Contemplated Transaction or result in a breach of any meeting of the stockholders covenants, representations, warranties or other obligations or agreements of Inuvo Daleen under the Asset Purchase Agreement which would materially and adxxxxxxy affect Abiliti or Daleen or their respective abilities to which Section 1(a) above is applicable, consummate the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject SharesPurchase ox xxx other Contemplated Transaction. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. During the period commencing on the date hereof and ending on the earlier to occur of (a) From the Effective Time, and (b) such date hereof until and time as the Termination Date Merger Agreement shall be terminated in accordance with Section 8 9.1 thereof (the “Voting PeriodExpiration Time”), each Stockholder, with respect to its Shares, hereby irrevocably agrees to (1) appear at every any meeting of the stockholders of Inuvo called with respect Buyer (a “Buyer Stockholders’ Meeting”) in person or proxy or otherwise cause the Shares to any be counted as present thereat for the purpose of the followingestablishing a quorum, and (2) vote, or cause to be voted or consented at every adjournment a Buyer Stockholders’ Meeting, or postponement thereof, and on every in any action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect tostockholders, all of the Subject Shares owned as of the record date for such meeting (as defined below): (Aa) in favor of the approval and adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (Cb) in favor of any other matter reasonably necessary to consummate the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any Buyer Stockholders’ Meeting, (c) in favor of the approval of all other Parsec Proposals (as defined in the Merger Agreement; and ), (Dd) against the following actions: (1) approval of any merger, tender offer, exchange offer, sale purchase of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, of the Company’s assets or other business combination, liquidation, dissolution or similar combination transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers Merger Agreement and (2) the transactions contemplated thereby), or against any other proposal, action or agreement that would reasonably be expected to (i) impede, frustrate, interfere withprevent or nullify any provision of this Agreement, delaythe Merger Agreement or the Merger, postpone or adversely affect the Mergers (ii) result in a breach in any respect of any covenant, representation, warranty or any other transaction obligation or agreement of Buyer or Merger Sub under the Merger Agreement, or (iii) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled, and (e) against any amendment of the organizational documents of Buyer or any change in Buyer’s capitalization, corporate structure or business other than as contemplated by the Merger Agreement, including . Each Stockholder acknowledges receipt and review of a copy of the consummation thereofMerger Agreement. The obligations of each Stockholder retains specified in this Section 1 shall apply whether or not the authority to vote on all other matters. (b) At Merger or any meeting of the stockholders of Inuvo to which Section 1(a) action described above is applicable, the Stockholder shall, or shall direct the holder(s) recommended by Buyer’s Board of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorumDirectors. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Each Stockholder hereby irrevocably grants agrees that it shall not commit or agree to and appoints CPT (and take any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and action inconsistent with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every At any meeting of the stockholders of Inuvo called with respect ANI held prior to any of the followingExpiration Date (as defined in Article V), however called, and at every adjournment or postponement thereofthereof prior to the Expiration Date, and on every action or approval by in connection with any written consent of of, or any other action by, the stockholders of Inuvo with respect the Company given or solicited prior to any of the followingExpiration Date, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted)will vote, or (with respect to any written consent solicitation) deliver (or cause to be delivered) provide a written consent with respect to, all of the Subject Shares entitled to vote or to consent thereon (as defined below): (Ai) in favor of the adoption of the Amended and Restated Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo MergerAgreement, and any related proposal actions required in furtherance thereof; , and (Bii) in favor against any Acquisition Proposal (other than the Merger), against any amendment of ANI’s certificate of incorporation or bylaws or any other proposal or transaction involving ANI, the purpose of which amendment or other proposal or transaction is to adjourn delay, prevent or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt nullify the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions transaction contemplated by the Amended and Restated Merger Agreement; Agreement or change in any manner the voting rights of any capital stock of ANI, and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impederesult in a breach in any material respect of any covenant, frustrate, interfere with, delay, postpone representation or adversely affect the Mergers warranty or any other transaction contemplated by obligation or agreement of ANI under the Amended and Restated Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any From the Effective Time until immediately following the first annual meeting of the stockholders of Inuvo the Company following the consummation of the Merger (the “Annual Meeting”), Stockholder agrees that, provided that prior to the Annual Meeting the Company Director Nominees: (1) have nominated Xxxxxx X. Xxxxx, Xx. and Xxxxxx X. Xxxx to the Company Board and (2) have nominated Xxxxxx X. Xxxxx, Xx. to be the Chairman of the Board, then it will vote, or cause to be voted, any securities of the Company that entitle holders thereof to vote for members of the Board of Directors of the Company (the “Company Board”), including all shares of common stock of the Company, $0.0001 par value per share (the “Common Stock”), received by Stockholder in consideration of its capital stock of ANI, by whatever name called, now owned or subsequently acquired by the Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise, owned by the Stockholder, or over which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(shas voting control: (i) of record of all in favor of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all election of the Subject Shares Company Director Nominees (as defined in the Amended and Restated Merger Agreement) to be counted as present for purposes the Company Board at the Annual Meeting or any prior special meeting of establishing a quorum. The Stockholder shall provide CPT with the Company’s stockholders at least five (5) Business Days’ written notice prior which an election of directors is held or pursuant to signing any action proposed to be taken by written consent with respect of the stockholders (a “Prior Election Meeting or Consent”); and (ii) against any motion to remove any Subject Sharesof the Company Director Nominees from the Company Board. (c) Solely in Stockholder will not enter into any agreement with any person (other than the event of a failure by Company) prior to the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact Expiration Date (with full power of substitution), for and in respect to periods prior to or after the name, place and stead of the Stockholder, Expiration Date) directly or indirectly to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at grant any meeting of stockholders of Inuvo proxy or otherwise) give instructions with respect to the voting of, the Subject Shares, Shares in the case respect of each of clause (i) and clause (ii), regarding the matters referred to described in Section 1(a) and Section 1(b) until2.2 hereof, subject to Law, or the Termination Date, to the same extent and effect of which would be inconsistent with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to or violate any provision contained in this Section 1(c2.2. Any vote or consent (or withholding of consent) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done is not in accordance with this Agreement. Notwithstanding Section 2.2 will be considered null and void, and the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result provisions of the exercise of the powers granted Proxy will be deemed to CPT by this Section 1(c)take immediate effect. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Each Stockholder hereby agrees that during the period from the date hereof until through the Termination Date earlier to occur of (i) the Effective Time and (ii) the date of termination of the Merger Agreement in accordance with Section 8 its terms (the “Voting Period”), at every the Parent Stockholders Meeting and at any other meeting of the stockholders of Inuvo called with respect to Parent, however called, including any of the followingadjournment, and at every adjournment recess or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders of Inuvo with respect Parent, it shall, in each case to any the extent that the Covered Shares are entitled to vote thereon or consent thereto: (a) appear at each such meeting or otherwise cause all of the following, the Stockholder hereby irrevocably and unconditionally agrees its Covered Shares to be counted as present thereat for purposes of calculating a quorum; and (in person b) except as expressly provided or by proxy) and permitted herein, vote (or cause to be voted), in person or (with respect to any written consent solicitation) by proxy, or deliver (or cause to be delivered) a written consent with respect to, covering all of the Subject its Covered Shares (as defined below): (Ai) in favor of (A) the adoption Merger, the approval of the Merger Agreement and the approval of the transactions contemplated thereby, including by the Inuvo Merger, Merger Agreement and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Xxxxxx Agreement; and , (Dii) against the following actions: (1) any mergeraction, tender offerproposal, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to result in a material breach of any material representation, warranty, covenant or agreement of Parent or a Merger Sub contained in the Merger Agreement or the Xxxxxx Agreement, (iii) against any amendment of Parent’s or a Merger Sub’s certificate of incorporation, bylaws or other comparable governing documents, as applicable (collectively, the “Organizational Documents”) (other than any amendments of Parent’s or a Merger Sub’s Organizational Documents resulting from the Merger or the transactions contemplated by the Xxxxxx Agreement), which amendment would in any manner materially delay, impede, frustrate, interfere withprevent or nullify the Merger, delaythe Merger Agreement, postpone or adversely affect the Mergers Xxxxxx Agreement or any of the other transaction transactions contemplated by the Merger Agreement or Xxxxxx Agreement or change in any manner the voting rights of each class of Common Stock, and (iv) against any Acquisition Proposal; provided that if, in response to a Superior Proposal received by the Special Committee, an Adverse Recommendation Change is made after the date of this Agreement and prior to the Parent Stockholders Meeting in accordance with Section 7.6(b)(iii) of the Merger Agreement (and Section 9.1 of the Xxxxxx Agreement with respect to Parent’s agreement to comply with Section 7.6(b)(iii) of the Merger Agreement), including the consummation thereof. The number of such Stockholder’s Covered Shares that are subject to this Section 2.1 shall be reduced to 50% of such Stockholder’s Covered Shares at the time of such vote or written consent; and provided further, that this Section 2.1 shall not require such Stockholder retains the authority to vote on all other matters. or consent (bor cause any Affiliate to vote or consent) At in favor of the Merger Agreement or the Xxxxxx Agreement or any meeting of the transactions contemplated thereby, to the extent that the Merger Agreement or the Xxxxxx Agreement has been amended in a manner that is materially adverse to the stockholders of Inuvo to which Section 1(a) above is applicableParent (an “Adverse Amendment”). No Stockholder has entered into, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The and no Stockholder shall provide CPT enter into any agreement or understanding with at least five (5) Business Days’ written notice prior any Person to signing vote or give instructions in any action proposed to be taken by written consent manner inconsistent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (ia) and clause (ii)b) of this Section 2.1; provided, regarding however, that if the matters referred to events described in the first proviso of clause (b) of this Section 1(a) and Section 1(b) until, subject to Law2.1 have occurred, the Termination Date, limitations in this clause (c) shall not apply to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder action with respect to shares of Common Stock Beneficially Owned by Stockholder that are not Covered Shares including the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do voting for or cause consenting by written consent to be done in accordance with this Agreementan Acquisition Proposal. Notwithstanding the foregoing, this proxy each Stockholder shall automatically be revoked on remain free to vote (or execute consents or proxies with respect to) the Termination Date. CPT may terminate this proxy Covered Shares with respect to the any matter not covered by this Section 2.1 in any manner such Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPTdeems appropriate, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, including in connection with or as a result the election of the exercise of the powers granted to CPT by this Section 1(c)directors. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. During the period commencing on the date hereof and ending on the earlier to occur of (a) From the Effective Time, and (b) such date hereof until and time as the Termination Date Merger Agreement shall be terminated in accordance with Section 8 12.1 thereof (the “Voting PeriodExpiration Time”), each Stockholder, with respect to its Shares, hereby irrevocably agrees to (1) appear at every any meeting of the stockholders of Inuvo called with respect Parent (a “Parent Stockholders’ Meeting”) in person or proxy or otherwise cause the Shares to any be counted as present thereat for the purpose of the followingestablishing a quorum, and (2) vote, or cause to be voted or consented at every adjournment a Parent Stockholders’ Meeting, or postponement thereof, and on every in any action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect tostockholders, all of the Subject Shares owned as of the record date for such meeting (as defined below): (Aa) in favor of the approval and adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (Cb) in favor of any other matter reasonably necessary to consummate the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any Parent Stockholders’ Meeting, (c) in favor of the approval of the Parent Party Stockholder Approval Matters (as defined in the Merger Agreement; ) (or, if there are insufficient votes in favor of any of the foregoing (a), (b) and (Dc), in favor of the adjournment of such Parent Stockholders’ Meeting to a later date), (d) against the following actions: (1) approval of any merger, tender offerscheme of arrangement, exchange offerconsolidation, sale reorganization, recapitalization, dissolution, liquidation or winding up of or by Parent or Merger Sub, or any public offering of any shares of Parent, Merger Sub or any of its material subsidiaries, or, in case of a public offering only, a newly-formed holding company of Parent or Merger Sub or such material subsidiaries, other than the Merger Agreement and the transactions contemplated thereby, (e) against the approval of any purchase of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, of the assets of or other business combination, liquidation, dissolution or similar combination transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers Merger Agreement and (2) the transactions contemplated thereby), or against any other proposal, action or agreement that would reasonably be expected to (i) impede, frustrate, interfere withprevent or nullify any provision of this Agreement or the Merger Agreement, delay(ii) result in a breach in any respect of any covenant, postpone or adversely affect the Mergers representation, warranty or any other transaction obligation or agreement of Parent or Merger Sub under the Merger Agreement, or (iii) result in any of the conditions set forth in Article IX of the Merger Agreement not being fulfilled, and (f) against any amendment of the organizational documents of Parent or any change in Parent’s capitalization, corporate structure or business other than as contemplated by the Merger Agreement, including . Each Stockholder acknowledges receipt and review of a copy of the consummation thereofMerger Agreement. The obligations of each Stockholder retains specified in this Section 1 shall apply whether or not the authority to vote on all other matters. (b) At Merger or any meeting of the stockholders of Inuvo to which Section 1(a) action described above is applicable, the recommended by Parent’s Board of Directors. Each Stockholder shall, represents and warrants that any proxies or shall direct the holder(s) powers of record attorney heretofore given in respect of all of the Subject such Stockholder’s Shares on any applicable record date to, appear, that may still be in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreementeffect are not irrevocable, and except as otherwise expressly provided herein, the such proxies or powers of attorney have been or are hereby revoked. Each Stockholder hereby irrevocably grants agrees that it shall not commit or agree to and appoints CPT (and take any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and action inconsistent with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder 4.1 Each Shareholder hereby irrevocably and unconditionally agrees to be present (in person vote or by proxy) and vote (or to cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) provide a written consent with respect to, all Shares that it owns of record or Beneficially Owns as of the Subject Shares record date for the Abiliti Shareholders' Meeting at the Abiliti Shareholders' Meeting, and at any other annual or special meeting of shareholders of Abiliti or action by written consent where such matters arise: (as defined below): (Aa) in favor of the adoption Purchase and the Asset Purchase Agreement and approval of the Merger Agreement terms thereof and each of the Contemplated Transactions; (b) against, and will not consent to, (i) the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution stock sale or similar transaction or series sale of transactions involving Inuvo, any substantially all of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), the assets of Abiliti other than the Mergers Contemplated Transactions (an "ALTERNATIVE TRANSACTION"), (ii) any liquidation of Abiliti to be effective prior to the Closing, (iii) winding up, or voluntary bankruptcy, of Abiliti, (iv) any extraordinary dividend by Abiliti, (v) any change in the capital structure of Abiliti (other than pursuant to the Asset Purchase Agreement) and (2vi) any other action or agreement that would may reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect attempt to discourage the Mergers consummation of the Purchase or any other transaction contemplated by of the Merger Contemplated Transactions or result in a breach of any of the covenants. 4.2 Each Shareholder that is the holder of Abiliti Series A Preferred Stock, or that was a party to either the Series A Stock Purchase Agreement, including dated December 7, 1998, or the consummation thereof. The Stockholder retains Series A Stock Purchase Agreement, dated March 4, 1999 (together, the authority "SERIES A PURCHASE AGREEMENTS"), does hereby (i) consent to vote on each Contemplated Transaction for all other matters. purposes under (a) Section 7.10 of the Series A Purchase Agreements and (b) At any meeting Sections 2.1(d)(i) and 7.1 of the stockholders Certificate of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all Designations in respect of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all Series A Preferred Stock of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this AgreementCompany, and except further irrevocably and unconditionally agrees to execute and deliver such other instruments as otherwise expressly provided hereinmay be necessary or desirable to evidence the foregoing agreements, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) voteagree and acknowledge that for all purposes of the Certificate of Designations, execute written consents the Conversion Price of the Series A Preferred Stock through and otherwise act (by voting at any meeting including the Closing shall be the Original Price, as defined in the Certificate of stockholders Designations. The obligations of Inuvo or otherwise) with respect to the Subject Shareseach such Shareholder, in its capacity as both a shareholder and a creditor, specified in this SECTION 4 shall apply whether or not the case Board of each Directors of clause (i) and clause (ii), regarding the matters referred Abiliti makes a determination subsequent to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result approval of the exercise Purchase either against the Purchase or in favor of the powers granted to CPT by this Section 1(c)an Alternative Transaction. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof of the Merger Agreement until the Termination Date in accordance with termination of this Agreement pursuant to Section 8 4.1 hereof (the “Voting Period”"Term"), at every time as Seller convenes a meeting of the stockholders of Inuvo called of, or otherwise seeks a vote of, Seller's shareholders with respect to any of the following, each of Rutabaga, Wasatch SCV and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder Wasatch Separate Accounts hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (vote, or cause to be voted, to the extent not voted by Purchaser as appointed by the Proxy, provided that there has been no Change in Recommendation (as defined in the Merger Agreement), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the its Subject Shares up to the Rutabaga Threshold, Wasatch SCV Threshold and Wasatch Separate Accounts Threshold, respectively, held as of the record date established by Seller for the purposes of determining those shareholders of Seller entitled to vote on such matters (as defined below): the "Record Date"): (Aa) in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and the transactions contemplated thereby, including by the Inuvo Merger, and any related proposal in furtherance thereof; Merger Agreement; (Bb) in favor against approval of any proposal to adjourn made in opposition to, or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt in competition with, the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate and the transactions contemplated by the Merger Agreement; and and (Dc) against the following actions: any actions (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than those actions that relate to the Mergers Merger and (2the transactions contemplated by the Merger Agreement) any other action that are intended to, or agreement that would could be reasonably be expected to, impair the ability of Seller to consummate the Merger or otherwise impede, frustrate, interfere with, delay, postpone postpone, discourage or adversely affect the Mergers or any other transaction contemplated by consummation of the Merger in accordance with the terms of the Merger Agreement, including the consummation thereof. The Stockholder retains the authority Each Investment Adviser further agrees not to enter into any agreement or understanding with any person to vote on all other matters. (b) At or give instructions in any meeting manner inconsistent with or violative of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) terms of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)2.1. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. Each Stockholder agrees that it shall appear at any Meeting (aor otherwise cause its Covered Shares to be counted as present thereat) From the date hereof until the Termination Date for purposes of establishing a quorum and, if requested by Parent to cause its Covered Shares to be included in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo the Company being sought by the Company. In connection with respect to any such Meeting or written consent, as applicable, each Stockholder further agrees that it shall, and shall cause the record holder of any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect its Covered Shares to, Vote all of the Subject Shares its Covered Shares: (as defined below): (Aa) in favor of adoption of the Merger Agreement and any other action or approval required in furtherance of the Merger; (b) against any action, approval or agreement that would compete with, impede, interfere with, adversely affect, tend to discourage or inhibit the adoption of the Merger Agreement and or the approval timely consummation of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and ; (Dc) against the following actions: (1) any mergeraction, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action approval or agreement that would reasonably result in any breach of a representation, warranty, covenant or agreement of the Company under the Merger Agreement; (d) against any amendment of the Company’s certificate of incorporation or by-laws that is not requested or expressly approved by Parent; and (e) against any dissolution, liquidation or winding up of the Company; provided, that if, in response to a Superior Proposal received by the Company Board after the date of this Agreement, the Company Board validly makes a Company Adverse Recommendation Change in accordance with Section 6.4(d)(I) of the Merger Agreement, the number of each Stockholder’s Covered Shares that are subject to this Section 2.1 shall be expected to impede, frustrate, interfere with, delay, postpone or adversely affect reduced (on a pro rata basis with each other stockholder of the Mergers or any other transaction Company who executed a similar voting agreement in connection with the Merger and the transactions contemplated by the Merger AgreementAgreement (the “Other Voting Agreements”)) to the extent necessary in order that the aggregate number of Covered Shares subject to (and required to be Voted in accordance with) this Section 2.1, including the consummation thereof. The Stockholder retains the authority to vote on together with all other matters. Company Shares subject to (band required to be Voted in accordance with) At any meeting the Other Voting Agreements, represents no more than 32% of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Company Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead other voting securities of the Stockholder, Company) outstanding at the time of such Vote and entitled to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)so Vote. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From In the date hereof until event that the Termination Date Stockholders Written Consents are not received in accordance with Section 8 (5.01 of the “Voting Period”)Merger Agreement, each Stockholder hereby agrees that, during the term of this Agreement, at every the Company Stockholders’ Meeting and at any other meeting of the stockholders of Inuvo called with respect to the Company, however called, including any of the following, and at every adjournment or postponement thereof, and on every action the Stockholder shall, in each case to the fullest extent that the Covered Shares are entitled to vote thereon, or in any other circumstance in which the vote, consent or other approval by written consent of the stockholders of Inuvo with respect to any the Company is sought, (a) appear at each such meeting or otherwise cause the Covered Shares beneficially owned by the Stockholder as of the following, the Stockholder hereby irrevocably and unconditionally agrees applicable record date to be counted as present thereat for purposes of calculating a quorum; and (in person or by proxyb) and vote (or cause to be voted), in person or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect toby proxy, all of such Stockholder’s Covered Shares over which such Stockholder has voting power as of the Subject Shares applicable record date: (as defined below): (Ai) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any other actions related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting thereto submitted to a later date if there are not sufficient votes stockholder vote pursuant to adopt the Merger Agreement and/or if there are not sufficient shares present or in person furtherance of the Merger; (ii) against any action or by proxy at the Inuvo Stockholders’ Meeting to constitute agreement that would result in a quorum; (C) in favor breach of any covenant, representation or warranty or any other matter necessary to consummate obligation or agreement of the transactions contemplated by Company contained in the Merger Agreement; and , or of any Stockholder contained in this Agreement; (Diii) against the following actions: any Takeover Proposal; and (1iv) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and against any other Person (including any Inuvo Takover Proposal)action, other than agreement or transaction involving the Mergers and (2) any other action or agreement Company that would reasonably be expected to impede, frustrate, interfere with, delay, postpone postpone, discourage, frustrate the purpose of or adversely affect the Mergers Merger or any the other transaction transactions contemplated by the Merger Agreement, including Agreement or this Agreement or the consummation thereof. The Stockholder retains performance by the authority to vote on all other matters. (b) At any meeting Company of its obligations under the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person Merger Agreement or by proxy, at each meeting or otherwise cause all any Stockholder of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of under this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From At such time as Xxxxx and/or L.P. conducts a meeting of, solicits written consents from, or otherwise seeks a vote of, its shareholders and/or limited partners for the date hereof until purpose of approving the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting Merger or any of the stockholders transactions contemplated by the Merger, the Shareholder agrees, subject to Section 1(d) below, to vote all of Inuvo called the Securities, as applicable, beneficially owed by her or with respect to any of the following, and at every adjournment which she exercises voting power (directly or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (Aindirectly) in favor of the adoption Merger and all other actions contemplated by the Merger Agreement or otherwise necessary or desirable for the consummation of the Merger. If Xxxxx and/or L.P. conducts a meeting of, solicits written consents from, or otherwise seeks a vote of, its shareholders and/or limited partners with respect to any Acquisition Event (as defined below) or any other matter which may contradict or conflict with any provision of this Agreement or the Merger Agreement or may make it more difficult or less desirable for Archstone to consummate the Merger, then the Shareholder further agrees, subject to Section 1(c) below, to vote her Securities, as applicable, in the manner most favorable to the consummation of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and . (Db) against When used herein, the following actionsterm "Acquisition Event" means the earliest to occur of any of the following: (1i) any a merger, tender offerconsolidation, exchange offer, sale of all or substantially all assets, recapitalizationbusiness combination, reorganization, consolidation, share exchange, business combinationrecapitalization, liquidation, dissolution or similar transaction; (ii) a sale, acquisition, tender offer, exchange offer (or the filing of a registration statement under the Securities Act in connection with such an exchange offer), share exchange or other transaction or series of transactions involving Inuvorelated transactions, any that, if consummated, would result in the issuance of its Subsidiaries securities representing, or the sale, exchange or transfer of, 15% or more of the outstanding voting equity securities of Xxxxx and any other Person or outstanding partnership interests of L.P. (including any Inuvo Takover Proposalincluding, without limitation, partnership interests and units), except an underwritten public offering of Xxxxx Common Stock for cash; or (iii) a sale, lease, exchange, mortgage, pledge, transfer or other disposition (collectively, a "Transfer") of any assets of Xxxxx and/or L.P. in one or a series of related transactions that, if consummated, would result in the Transfer of more than 15% of the assets of Xxxxx and/or L.P.; other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other mattersMerger. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Each Stockholder agrees that it, he or she shall, and hereby authorizes the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)Trust, at every meeting of the stockholders of Inuvo called on its, his or her behalf with respect to the Stockholder Shares delivered thereto pursuant to Section 8.1, to appear at any Meeting (or otherwise cause its Covered Shares to be counted as present thereat) for purposes of the followingestablishing a quorum and, and at every adjournment or postponement thereofif requested by Parent, and on every action or approval by to cause its Covered Shares to be included in any written consent of the stockholders of Inuvo the Company. In connection with any such Meeting or written consent, as applicable, each Stockholder further agrees that it, he or she shall, and shall cause the record holder of any of its, his or her Covered Shares to, and authorizes the Voting Trust, on its, his or her behalf with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees Shares delivered thereto pursuant to be present (in person or by proxy) and vote (or cause Section 8.1, to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, Vote all of the Subject Shares its, his or her Covered Shares: (as defined below): (Ai) in favor of the adoption of the Merger Agreement and the any other action or approval required in furtherance of any of the other transactions contemplated thereby, including the Inuvo MergerOffer and the election of Parent’s designees to the Company Board in accordance therewith; (ii) without limitation of the preceding clause (i), and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone any Meeting at which the Inuvo Stockholders’ Meeting matters described in the preceding clause (i) are submitted for the consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for approval of such matters on the date on which the Meeting is held; (iii) against any (w) Acquisition Proposal, (x) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company, (y) action, approval or agreement that would compete with, impede, interfere with, adversely affect, tend to adopt discourage or inhibit the adoption of the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor timely consummation of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and Agreement or (Dz) against the following actions: (1) any mergerother matter relating to, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvoin connection with, any of its Subsidiaries and the foregoing matters described in this clause (iii); and (iv) against any other Person (including any Inuvo Takover Proposal)action, other than the Mergers and (2) any other action approval or agreement that would reasonably be expected to impederesult in any breach of a representation, frustratewarranty, interfere with, delay, postpone covenant or adversely affect agreement of the Mergers or any other transaction contemplated by Company under the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At For the avoidance of doubt, each Stockholder agrees that for so long as this Agreement is in effect the obligations of such Stockholder contained in this Article IV shall not be affected by any meeting Adverse Recommendation Change or any acceptance by the Company of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject SharesAcquisition Proposal. (c) Solely in For the event avoidance of a failure by doubt, Stockholder shall, and each Stockholder acknowledges that the Voting Trust on behalf of the Stockholder to act in accordance with its obligations Shares delivered thereto pursuant to Section 1(a) and Section 1(b) 8.1, shall at the direction of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the such Stockholder, remain free to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) Vote each Covered Share with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT matter not covered by this Section 1(c). (d) The 4.1 in any manner such Stockholder shall use hisdeems appropriate, herprovided that such Vote would not reasonably be expected to adversely affect, or itsprevent or delay the consummation of, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5Offer or the Merger. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From and after the date hereof until the Agreement Termination Date in accordance with Section 8 (the “Voting Period”as defined herein), at every the Company Stockholder Meeting or any other meeting of the stockholders of Inuvo called with respect to Company’s stockholders, however called, including any of the following, and at every adjournment or postponement thereof, the Stockholders agree to, and on every action agree to cause their applicable Controlled Affiliates to, take the following actions (or approval by written consent cause the applicable holder of record of their respective Covered Shares to take the stockholders of Inuvo with respect following actions): (a) to any of the following, the Stockholder hereby irrevocably appear and unconditionally agrees to be present (including by proxy or otherwise in person accordance with the Amended and Restated Bylaws of the Company (the “Bylaws”)) at such meeting of the Company’s stockholders or by proxyotherwise cause its Covered Shares to be counted as present thereat for purposes of calculating a quorum; (b) to affirmatively vote and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, voted by their respective Controlled Affiliates all of the Subject its and their respective Covered Shares (as defined below): (A) in favor of (“for”) the approval of the Merger, the adoption of the Merger Agreement and the approval each of the transactions other actions contemplated thereby, by the Merger Agreement (including any adjournment or postponement of the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Company Stockholder Meeting to a later date date, including if there are not sufficient votes to adopt for the adoption of the Merger Agreement and/or if there are not sufficient shares present in person on the date on which such meeting is held) (the “Supported Matters”); and (c) to vote or cause to be voted by proxy at their respective Controlled Affiliates all of its and their respective Covered Shares against (i) (1) any Acquisition Proposal or (2) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Inuvo Stockholders’ Meeting to constitute a quorum; Company (C) in favor of any other matter necessary to consummate the transactions except as contemplated by the Merger Agreement; ) and (Dii) against the following actions: any action, proposal, transaction or agreement that is intended to or would (1) result in a breach in any mergermaterial respect of any covenant, tender offer, exchange offer, sale of all representation or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution warranty or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal)obligation or agreement of the Company under the Merger Agreement or of the Stockholders under this Agreement, other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone postpone, discourage or adversely affect the Mergers consummation of the Merger or any of the other transaction transactions expressly contemplated by the Merger Agreement, including Agreement or this Agreement or (3) change in any manner the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At voting rights of any meeting class of shares of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on Company (including any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect amendments to the Subject Shares, in Company’s Charter or the case of each of clause (i) and clause (iiBylaws), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, the obligations in this proxy Section 1 shall automatically be revoked on the Termination Date. CPT may terminate this proxy only apply with respect to (A) sub-sections (a) and (b) to the extent that the Supported Matters are submitted for a vote at any such meeting of the Company’s stockholders and (B) sub-section (c) to the extent that any Acquisition Proposal or any matter contemplated by Section 1(c)(ii) is submitted for a vote of the Company’s stockholders at any such meeting. No Stockholder shall take or commit or agree to take any action inconsistent with the foregoing. For the avoidance of doubt, each Stockholder and its Controlled Affiliates shall retain at all times the right to vote respectively held by it or them in its and their sole discretion and without any limitation on any matter other than those set forth in this Section 1 that is at any time at its sole election by written notice provided or from time to time presented for consideration to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)Company’s stockholders. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby The Shareholder irrevocably and unconditionally agrees that, at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) including any class meetings, class votes or class consents, and in connection with any written consent of shareholders of the Company, the Shareholder shall: (a) if and when such meeting is held, appear at such meeting (in person or by proxy), and if a quorum is not present, to be present vote (in person or by proxy) and vote in favor of adjournment of such meeting of the shareholders to a later date, as in accordance with the Company’s Articles of Association as in effect at such time; (b) vote, in person or cause to be voted)by proxy, or (with respect to validly execute and deliver any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, to all of the Subject Shareholder’s Covered Shares (as defined below): (A) in favor of the resolutions in the form attached hereto as Exhibit B, and any other resolutions in favor of (i) the adoption of the Merger Business Combination Agreement and the approval SPAC Transaction and (ii) any other matters necessary or reasonably requested by the Company for consummation of the SPAC Transaction and the other transactions contemplated thereby, by the Business Combination Agreement (including the Inuvo Merger, and any related proposal in furtherance thereofSPAC Transaction); (Bc) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present vote, in person or by proxy at proxy, or validly execute and deliver any written consent with respect to all of the Inuvo Stockholders’ Meeting to constitute a quorum; Shareholder’s Covered Shares against (CA) in favor any transaction, action or agreement of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and kind (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and SPAC Transaction) concerning the sale or transfer of (2x) all or any material part of the business or assets of the Company or (y) any of the shares or other action equity interests or agreement profits of the Company, that would reasonably be expected to (i) frustrate the purposes of, impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, SPAC Transaction (including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) voteresult in a breach of any covenant, execute written consents and otherwise act (by voting at representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement, or cause any meeting of stockholders of Inuvo or otherwise) with respect the conditions to the Subject Shares, closing set forth in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) Business Combination Agreement not to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do fulfilled or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise)satisfied, or incur any liability (iii) result in a breach of any kind to the Stockholder covenant, representation or any of its Affiliates, in connection with warranty or as a result other obligation or agreement of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted Shareholder contained in accordance with this Agreement and are otherwise subject to its terms (B) any merger agreement or merger (other than the Business Combination Agreement and restrictionsthe SPAC Transaction), including but not limited to consolidation, combination, sale of all or substantially all assets, scheme of arrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by the restrictions set forth in Sections 4 and 5Company. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”)Each Stockholder hereby agrees that, at every any meeting of the stockholders of Inuvo called with respect to any of Avatex, however called, including the followingStockholders' Meeting, and at every adjournment or postponement thereof, and on every in any action or approval by written consent of the stockholders of Inuvo with respect Avatex, in any such case, and/or in which holders of Avatex Shares are given the right or are entitled to any of the followingvote, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxyi) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Avatex Shares then owned (or owned on the record date to determine stockholders entitled to vote thereat or thereby, as defined below): (Aapplicable) by such Stockholder, in favor of the adoption of the Merger Agreement and as in effect on the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; date hereof (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions as such agreement may be amended as contemplated by the Merger Agreement and as long as any such amendment could not be reasonably deemed to adversely affect the Merger Consideration to be received by such Stockholders in the Merger), the Merger and each of the other transactions contemplated thereby and any action required in furtherance thereof, (ii) vote such Avatex Shares against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Avatex or Xetava under the Merger Agreement; , and (Diii) vote such shares against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that, directly or indirectly, is inconsistent with or that would would, or is reasonably be expected to likely to, directly or indirectly, impede, frustrate, interfere with, delay, postpone with or adversely affect attempt to discourage the Mergers Merger or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicableincluding, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to (A) any extraordinary corporate transaction (other than the restrictions Merger on the terms set forth in Sections 4 the Merger Agreement), such as a merger, consolidation, business combination, reorganization, recapitalization or liquidation involving Avatex, (B) a sale or transfer of a material amount of assets of Avatex, or (C) any material change in Avatex's corporate structure or business, unless such action or agreement has been approved by the Board of Directors of Avatex and 5recommended for approval by the Stockholders of Avatex. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder The Sponsor hereby irrevocably and unconditionally agrees (a) to be present vote at any meeting of the shareholders of GWAC, and in any action by written resolution of the shareholders of GWAC, all of the Sponsor’s Sponsor Shares (in person together with any other equity securities of GWAC that the Sponsor holds of record or by proxy) and vote (or cause to be voted)beneficially, as of the date of this Agreement, or acquires record or beneficial ownership after the date hereof, collectively, the “Subject GWAC Equity Securities”) (with respect to any written consent solicitationi) deliver in favor of the Proposals and (or cause to be deliveredii) a written against, and withhold consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any mergermatter, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement proposal that would reasonably be expected to impederesult in (x) a breach of any of the Acquiror’s or Merger Sub’s covenants, frustrate, interfere with, delay, postpone agreements or adversely affect the Mergers or any other transaction contemplated by obligations under the Merger AgreementAgreement or (y) any of the conditions to the Closing set forth in Sections 9.01 or 9.03 of the Merger Agreement not being satisfied, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any if a meeting is held in respect of the stockholders of Inuvo matters set forth in clause (a), to which Section 1(a) above is applicable, appear at the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appearmeeting, in person or by proxy, at each meeting or otherwise cause all of the Sponsor’s Subject Shares GWAC Equity Securities to be counted as present thereat for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. quorum and (c) Solely not to redeem, elect to redeem or tender or submit any of its Subject GWAC Equity Securities for redemption in connection with such stockholder approval, the event of a failure Merger or any other transactions contemplated by the Stockholder Merger Agreement. Prior to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) any valid termination of this the Merger Agreement, and except as otherwise expressly provided hereinthe Sponsor shall take, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding taken, all actions and to do, or cause to be done, all things reasonably necessary under applicable Laws to consummate the foregoing, this proxy shall automatically be revoked Merger and the other transactions contemplated by the Merger Agreement and on the Termination Date. CPT may terminate this proxy with respect terms and subject to the Stockholder at any time at its sole election by written notice provided to the Stockholderconditions set forth therein. The parties acknowledge and agree that neither CPTobligations of the Sponsor specified in this Section 1 shall apply whether or not the Merger, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder transactions contemplated by the Merger Agreement or any action described above is recommend by Acquiror’s board of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)directors. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From 2.1 Except to the date hereof until extent waived in writing by the Termination Date Bidder in accordance with Section 8 (the “Voting Period”)its discretion, at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and vote (or cause to be voted), or (with respect to any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, all of the Subject Shares (as defined below): (A) in favor of the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to TELVENT, however called, or at any adjournment thereof, or in any other circumstances upon which Section 1(a) above a vote, consent or other approval of all or some of the stockholders of TELVENT is applicablesought, the Selling Stockholder shall, or shall direct the holder(s) of record of vote all of the Subject Shares on any applicable record date to, appear, in person or owned by proxy, at each meeting or otherwise cause all of it (to the extent the Subject Shares are not purchased in the Offer): (i) against any action, transaction or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of TELVENT under the Transaction Agreement or of any of the parties hereto under this Agreement; and (ii) against the following actions (other than the transactions contemplated or permitted by the Transaction Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving TELVENT or any of its subsidiaries; (B) any sale, lease or transfer of a material amount of assets of TELVENT or any of its subsidiaries; (C) any reorganization, recapitalization, dissolution, liquidation or winding up of TELVENT or any of its subsidiaries; (D) any change in the majority of the Company Board; (E) any change in the present capitalization of TELVENT or any amendment of the articles of association of TELVENT; (F) any other material change in the corporate structure or business of TELVENT; and (G) any other action, transaction or proposal involving TELVENT or any of its subsidiaries that is intended or would reasonably be expected to be counted as present for purposes (x) prevent, nullify, impede, interfere with, frustrate, delay, postpone, discourage or otherwise materially adversely affect the Offer, the Transaction Agreement, any of establishing a quorum. The Stockholder shall provide CPT with at least five the transactions contemplated by the Transaction Agreement or this Agreement or the contemplated economic benefits of any of the foregoing or (5y) Business Days’ written notice prior to signing change in any action proposed to be taken by written consent with respect to manner the voting rights of any Subject Shares. (c) Solely 2.2 Except as set forth in Section 2.1, Selling Stockholder shall retain at all times the event of a failure by the Stockholder right to act in accordance with vote its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares in its sole discretion and (ii) vote, execute written consents and otherwise act (by voting at without any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, other limitation on those matters other than those set forth in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions Agreement that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder are at any time at its sole election by written notice provided or from time to time presented for consideration to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind Company’s stockholders to the Stockholder extent that the Company is entitled to do so or any of its Affiliates, in connection with or as a result of not prohibited from doing so under the exercise of the powers granted to CPT by this Section 1(c)Transaction Agreement. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From Each Shareholder hereby agrees that during the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every any meeting of the stockholders shareholders of Inuvo called with respect to Montage, however called, or at any of the following, and at every adjournment or postponement thereof, and on every action or approval by in connection with any written consent of the stockholders shareholders of Inuvo Montage or in any other circumstances upon which a vote, consent or other approval of all or some of the shareholders of Montage is sought with respect to any of the followingmatters described in this Section 2.1, the Stockholder hereby irrevocably and unconditionally agrees to be present (in person or by proxy) and each Shareholder shall vote (or cause to be voted), or (with respect to any written consent solicitation) deliver execute (or cause to be deliveredexecuted) a written consent consents with respect to, as applicable, all of the Subject Shares owned by such Shareholder as of the applicable record date (as defined below): (Ax) in favor of the approval and adoption of the Merger Agreement Montage Charter Amendment, the New Holdco Share Issuance and the approval of the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; , and (Dy) against each of the following actions: matters set forth in clauses (1i), (ii), (iii) and (iv) below, whether such vote or consent is required or requested pursuant to applicable Law or otherwise: (i) any Acquisition Proposal with respect to Montage or any other merger, tender offerconsolidation, exchange offercombination, sale of all or substantially all substantial assets, reorganization, recapitalization, reorganizationdissolution, consolidation, share exchange, liquidation or winding up of or by Montage or any other business combination, liquidation, dissolution combination involving Montage or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and or any merger agreement or other Person (including definitive agreement with respect to any Inuvo Takover Proposal)of the foregoing, in each case, other than the Mergers First Merger and the other transactions contemplated by the Merger Agreement and other than the Merger Agreement; (2ii) any action or proposal to amend the Montage Organizational Documents, other action than the Montage Charter Amendment; (iii) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Montage contained in the Merger Agreement or of such Shareholder contained in this Agreement; and (iv) any action, proposal, transaction or agreement involving Montage or any of its Subsidiaries that is intended or would reasonably be expected to prevent, impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers consummation of the First Merger or any the other transaction transactions contemplated by the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At With respect to any meeting of the stockholders shareholders of Inuvo to which Section 1(a) above is applicableMontage held during the Voting Period, the Stockholder each Shareholder shall, or shall direct cause the holder(s) holder of record of all of the its Subject Shares beneficially owned by such Shareholder on any applicable record date to, appear, in person or by proxy, appear at each such meeting or otherwise cause all of the its Subject Shares to be counted as present thereat for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed Any vote required to be taken by written cast or consent required to be executed pursuant to this Section 2.1 shall be cast or executed in accordance with respect the applicable procedures relating thereto so as to any Subject Sharesensure that it is duly counted for purposes of recording the results of that vote or consent. (c) Solely Except as explicitly set forth in this Section 2.1, nothing in this Agreement shall limit the event right of a failure by the Stockholder Shareholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT vote (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done voted), including by proxy or written consent, if applicable, in accordance with this Agreement. Notwithstanding the foregoingfavor of, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy or against or to abstain with respect to, any matters presented to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any shareholders of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)Montage. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. Each Stockholder, severally and not jointly, agrees that: (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every At any meeting of the stockholders of Inuvo the Company called to vote upon the Merger Agreement and the transactions contemplated thereby, however called, or at any adjournment thereof or in connection with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders holders of Inuvo Common Stock or in any other circumstances upon which a vote, consent or other approval with respect to any of the followingMerger Agreement and the transactions contemplated thereby is sought, the Stockholder hereby irrevocably and unconditionally agrees to shall be present (in person or by proxy) and shall vote (or cause to be voted)) all Subject Shares then beneficially owned by such Stockholder in favor of the Merger and the Merger Agreement and the transactions contemplated thereby; and (b) At any meeting of stockholders of the Company, however called, or (at any adjournment thereof or in connection with respect to any written consent solicitation) deliver of the holders of Common Stock or in any other circumstances upon which a vote, consent or other approval is sought, the Stockholder shall vote (or cause to be deliveredvoted) a written consent with respect to, all of the Subject Shares then beneficially owned by such Stockholder against any action or agreement (as defined below): (A) in favor of the adoption of other than the Merger Agreement and the approval of or the transactions contemplated thereby, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and (2) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect attempt to discourage the Mergers Merger, the Offer or any the other transaction transactions contemplated by this Agreement and the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicableincluding, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date but not limited to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to : (i) represent any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Subject Shares Company and its Subsidiaries; (ii) votea sale, execute written consents and otherwise act (by voting at any meeting lease or transfer of stockholders a material amount of Inuvo or otherwise) with respect to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result assets of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, Company and its Subsidiaries or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:a

Agreement to Vote. (a) From the date hereof until the Termination Date in accordance with Section 8 (the “Voting Period”), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby The Shareholder irrevocably and unconditionally agrees that, at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) including any class meetings, class votes or class consents, and in connection with any written consent of shareholders of the Company, the Shareholder shall: (a) if and when such meeting is held, appear at such meeting (in person or by proxy), and if a quorum is not present, to be present vote (in person or by proxy) and vote in favor of adjournment of such meeting of the shareholders to a later date, as in accordance with the Company’s Articles of Association as in effect at such time; (b) vote, in person or cause to be voted)by proxy, or (with respect to validly execute and deliver any written consent solicitation) deliver (or cause to be delivered) a written consent with respect to, to all of the Subject Shareholder’s Covered Shares (as defined below): (A) in favor of the resolutions in the form attached hereto as Exhibit B, and any other resolutions in favor of (i) the Merger and the adoption of the Merger Business Combination Agreement and the approval SPAC Transaction and (ii) any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions contemplated thereby, by the Business Combination Agreement (including the Inuvo Merger, and any related proposal in furtherance thereofSPAC Transaction); (Bc) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present vote, in person or by proxy at proxy, or validly execute and deliver any written consent with respect to all of the Inuvo Stockholders’ Meeting to constitute a quorum; Shareholder’s Covered Shares against (CA) in favor any transaction, action or agreement of any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and kind (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution or similar transaction or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers and SPAC Transaction) concerning the sale or transfer of (2x) all or any material part of the business or assets of the Company or (y) any of the shares or other action equity interests or agreement profits of the Company, that would reasonably be expected to (i) frustrate the purposes of, impede, frustrate, interfere with, delay, postpone or adversely affect the Mergers or any other transaction contemplated by the Merger Agreement, SPAC Transaction (including the consummation thereof. The Stockholder retains the authority to vote on all other matters. (b) At any meeting of the stockholders of Inuvo to which Section 1(a) above is applicable, the Stockholder shall, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken by written consent with respect to any Subject Shares. (c) Solely in the event of a failure by the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to (i) represent the Subject Shares and (ii) voteresult in a breach of any covenant, execute written consents and otherwise act (by voting at representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement, or cause any meeting of stockholders of Inuvo or otherwise) with respect the conditions to the Subject Shares, Closing set forth in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) Business Combination Agreement not to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do fulfilled or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise)satisfied, or incur any liability (iii) result in a breach of any kind to the Stockholder covenant, representation or any of its Affiliates, in connection with warranty or as a result other obligation or agreement of the exercise of the powers granted to CPT by this Section 1(c). (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted Shareholder contained in accordance with this Agreement and are otherwise subject to its terms (B) any merger agreement or merger (other than the Business Combination Agreement and restrictionsthe Merger), including but not limited to consolidation, combination, sale of all or substantially all assets, scheme of arrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by the restrictions set forth in Sections 4 and 5Company. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below:

Agreement to Vote. (a) From the date hereof until Prior to the Termination Date in accordance with Section 8 (the “Voting Period”as defined herein), at every meeting of the stockholders of Inuvo called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of Inuvo with respect to any of the following, the Stockholder hereby irrevocably and unconditionally agrees that it shall, at any meeting of the shareholders of the Company (whether annual or extraordinary and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of shareholders of the Company, in each case with respect to the matters described in clause (b) below, (a) when such meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company for written consent, if any and (in person or by proxyb) and vote (or consent), or cause to be voted), or (with respect to any written consent solicitation) deliver voted at such meeting (or validly execute and return and cause such consent to be delivered) a written consent granted with respect to), all of the Subject Covered Shares (as defined below): (Ai) in favor of the Merger, the adoption of the Merger Agreement and the approval Plan of Merger and any other matters necessary for consummation of the Merger and the other transactions contemplated therebyin the Merger Agreement and (ii) against (A) any Acquisition Proposal, including the Inuvo Merger, and any related proposal in furtherance thereof; (B) in favor of any proposal to adjourn or postpone the Inuvo Stockholders’ Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement and/or if there are not sufficient shares present in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum; (C) in favor of for any other matter necessary to consummate the transactions contemplated by the Merger Agreement; and (D) against the following actions: (1) any merger, tender offer, exchange offer, sale of all or substantially all assets, recapitalization, reorganization, consolidation, share exchange, business combination, liquidation, dissolution dissolution, amalgamation, merger, sale of assets or other similar transaction business combination between the Company or series of transactions involving Inuvo, any of its Subsidiaries and any other Person (including any Inuvo Takover Proposal), other than the Mergers Merger) and (2C) any other action or agreement that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or materially adversely affect the Mergers Merger or any other transaction of the transactions contemplated by the Merger Agreement or this Agreement or any transaction that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company or any of its Subsidiaries under the Merger Agreement, including the consummation thereof. The Stockholder retains the authority to vote on all other matters. Except as expressly set forth in clauses (a) and (b) At any meeting of the stockholders of Inuvo to which this Section 1(a) above is applicable1, the Stockholder shallshall retain at all times the right to vote the Covered Shares in its sole discretion and without any other limitation on those matters other than those set forth in this Section 1 that are at any time or from time to time presented for consideration to the Company Shareholders, and the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Company Shareholders. Notwithstanding the foregoing, nothing in this Agreement shall require the Stockholder to vote in favor of, or shall direct the holder(s) of record of all of the Subject Shares on any applicable record date to, appear, in person or by proxy, at each meeting or otherwise cause all of the Subject Shares to be counted as present for purposes of establishing a quorum. The Stockholder shall provide CPT with at least five (5) Business Days’ written notice prior to signing any action proposed to be taken act by written consent with respect to, any amendment to any Subject Shares. (c) Solely in the event of a failure by Merger Agreement that decreases the Stockholder to act in accordance with its obligations pursuant to Section 1(a) and Section 1(b) of this Agreement, and except as otherwise expressly provided herein, amount or changes the Stockholder hereby irrevocably grants to and appoints CPT (and any designee thereof) as the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead form of the Stockholder, to (i) represent the Subject Shares and (ii) vote, execute written consents and otherwise act (by voting at any meeting of stockholders of Inuvo or otherwise) with respect merger consideration payable to the Subject Shares, in the case of each of clause (i) and clause (ii), regarding the matters referred to in Section 1(a) and Section 1(b) until, subject to Law, the Termination Date, to the same extent and with the same effect as the Stockholder could do under Law. The Stockholder intends the proxy granted pursuant to this Section 1(c) to be irrevocable and coupled with an interest and hereby revokes any proxy previously granted by the Stockholder with respect to the Subject Shares. The Stockholder hereby ratifies and confirms all actions that the proxy appointed hereunder may lawfully do or cause to be done in accordance with this Agreement. Notwithstanding the foregoing, this proxy shall automatically be revoked on the Termination Date. CPT may terminate this proxy with respect to the Stockholder at any time at its sole election by written notice provided to the Stockholder. The parties acknowledge and agree that neither CPT, nor any of its Affiliates, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to the Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to CPT by this Section 1(c)Company Shareholders. (d) The Stockholder shall use his, her, or its, reasonable best efforts to ensure that all Jointly Owned Shares are voted in accordance with this Agreement and are otherwise subject to its terms and restrictions, including but not limited to the restrictions set forth in Sections 4 and 5. (e) The following capitalized terms, as used in this Agreement, shall have the meanings set forth below: