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14. Merger with Vertro, Inc.

9 Months Ended

Sep. 30, 2012

Effective March 1, 2012, we merged with Vertro. Pursuant to the terms and conditions of the merger agreement, Vertro became a wholly owned subsidiary of Inuvo and we issued to the Vertro stockholders 12,713,552 shares of our common stock for all the outstanding shares of Vertro common stock. Upon closing of the merger, all the shares of Vertro common stock, which traded under the symbol “VTRO,” were delisted from the NASDAQ Capital Market and ceased trading.

The following summarizes the net assets received and liabilities assumed in the merger with Vertro:

Total consideration paid in common stock	$	11,442,196
Fair value of assets acquired:
Accounts receivable, net		(2,093,845	)
Other current assets		(520,342	)
Property and equipment		(2,059,729	)
Other assets		(283,911	)
Goodwill		(4,234,371	)
Intangible assets		(11,857,537	)
Fair value of liabilities assumed:
Accounts payable		3,753,613
Outstanding balance on credit facility		1,000,000
Accrued expenses		2,782,361
Deferred tax liability		4,543,000
Other long-term liabilities		709,991
Cash received in merger	$	3,181426
Stock issuance costs		(710,671	)
Net cash received in merger	$	2,470,755

Unaudited Pro Forma Results of Operations

As a result of the merger with Vertro, effective March 1, 2012 the unaudited pro forma consolidated operating results for the nine months ended September 30, 2012 and 2011, would have been revenue of $40,907,356 and $51,385,708, respectively; net (loss) income of $(8,369,820) for 2012 and a gain of $6,326,092 for 2011, and basic diluted loss per share of $(0.41) for 2012 and basic and diluted earnings per share of $0.37 and $0.36 for 2011. The pro forma results do not include any anticipated synergies which may occur subsequent to the acquisition date. Accordingly, such pro forma amounts are not necessarily indicative of the results that actually would have occurred had the acquisition been completed on the dates indicated, nor are they indicative of our future combined operating results.