Headwaters MB advised NetSeer, Inc. (“NetSeer”), a leading provider of visual monetization solutions for advertisers and publishers. Under the terms of the Asset Purchase Agreement, to Inuvo, Inc. (NYSE MKT: INUV). Inuvo issued 3.53 million shares of INUV common stock and assumed specified liabilities related to the business.

“With the acquisition of NetSeer, INUV will be adding a host of direct and agency advertising demand partners, valuable consumer interest data, new direct publisher relationships for cross-selling and sophisticated programmatic ad-technology and analytics," said Mr. Richard Howe, Chairman and CEO of INUV. "NetSeer's Visual Monetization Platform with its In-Image ad technology will expand Inuvo's existing SearchLinks™ product suite thus increasing the value INUV can bring to publishers. We anticipate the acquisition will be a strong contributor to growth and be accretive to AEBITDA within 12-months."

NetSeer's patented ConceptGraph™ intent based ad targeting system delivers exceptional results for advertisers and publishers. ConceptGraph offers an accurate, nuanced picture of an audience's mindset -- which results in algorithms that think more like humans, and less like machines resulting in a more precise and predictive targeting solution.

"We're delighted to be a part of Inuvo," said John Mracek, NetSeer CEO. "Leveraging Inuvo's innovative product line and broad customer reach, NetSeer's dominant Visual Monetization business is now poised to grow even faster. The combined Inuvo/NetSeer product line of valuable and engaging ad units will allow publishers to improve both the experience and revenue generated from their websites."

"Inuvo's exceptional people and culture excites us even more to be INUV stockholders," said Terry Opdendyk, founder of ONSET Ventures and NetSeer's largest stockholder. "Combined with NetSeer's technology and innovation, Inuvo has a big opportunity to create substantial value for all Inuvo stakeholders."

About NetSeer, Inc.
NetSeer provides market leading visual monetization solutions for advertisers and publishers backed by its patented ConceptGraph™ intent engine. The company is based in Sunnyvale, CA. For more information visit: www.netseer.com. NetSeer's financial advisor for the transaction was Headwaters MB.

About Inuvo, Inc.
Inuvo®, Inc. (NYSE MKT: INUV) is an advertising technology and digital publishing business that serves hundreds of millions of income generating ads monthly across a network of websites and apps serving desktop, tablet and mobile devices. To learn more about Inuvo, please visit www.inuvo.com or download our app for Apple iPhone or for Android.