FORM OF WARRANT INUVO, INC. WARRANT TO PURCHASE COMMON STOCK Warrant No.: [______] Number of Shares of Common Stock: [________] Date of Issuance: June __, 2011 (“Issuance Date”)Warrant to Purchase Common Stock • June 22nd, 2011 • Inuvo, Inc. • Services-advertising • Florida
Inuvo, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth in this Warrant to Purchase Common Stock (this “Warrant”), to purchase from the Company, at the Exercise Price (as defined below) then in effect at any time or times on or after the date hereof, but not after 11:59 p.m., New York Time, on the Expiration Date (as defined below) (the “Exercise Period”), [______________ (_____)] fully paid non-assessable shares of Common Stock (as defined below), as adjusted pursuant to the terms hereof (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 19. This Warrant is one of the Warrants to purchase Common Stock (the “SPA Warrants”) issued pursuant to that certain Subscript
SUBSCRIPTION AGREEMENTSubscription Agreement • June 22nd, 2011 • Inuvo, Inc. • Services-advertising • Florida
This offering (the “Offering”) to the Purchasers of (i) up to 1,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an Offering price of $2.00 per Share (the “Per Share Purchase Price”) and (ii) five year common stock purchase warrants (the “Warrants”) in the form attached hereto as Exhibit A exercisable into an aggregate of 750,000 shares of Common Stock (the “Warrant Shares”) at an exercise price (the “Exercise Price”) of $2.20 per share on a “best efforts” basis is being made pursuant to (a) an effective registration statement on Form S-3, File No. 333-172571 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) including the prospectus contained therein (the “Base Prospectus”) which became effective as of April 4, 2011 (the “Effective Date”), and such amendments and supplements thereto as may have been required to the date of this Agreement, and (b) a prospectus
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2011 • Inuvo, Inc. • Services-advertising • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June __, 2011, by and among Inuvo, Inc., a Nevada corporation (the “Company”), and the individuals and entities listed on Schedule A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
