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Akerman v. Inuvo, Inc.

United States District Court, D. Nevada

March 21, 2019

MORRIS AKERMAN, Individually and On Behalf of All Others Similarly Situated, Plaintiff,
v.
INUVO, INC., RICHARD HOWE, G. KENT BURNETT, PAUL L. FOSTER, GORDON CAMERON, CHARLES MORGAN, and PATRICK TERRELL, Defendants.

          PETER C. WETHERALL, WETHERALL GROUP, LTD., STULL, STULL, & BRODY, Counsel for Plaintiff.

          STULL, STULL, & BRODY Aaron Brody, Of Counsel, MCDONALD CARANO LLP Craig A. Newby, Esq., Rory T. Kay, Esq., Attorney for Defendants Inuvo, Inc. Richard Howe, G. Kent Burnett, Paul L. Foster, Gordon Cameron, Charles Morgan, and Patrick Terrell.

          STIPULATION OF DISMISSAL AND [PROPOSED] ORDER

          RICHARD F. BOULWARE, II UNITED STATES DISTRICT JUDGE.

         WHEREAS, Plaintiff filed the above-captioned action (the “Action”) challenging the disclosures made in the Form S-4 Registration Statement (the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “SEC”), on or around December 17, 2018, in connection with the proposed acquisition of acquisition of Inuvo, Inc. (“Inuvo”) by ConversionPoint Technologies Inc. and its subsidiaries (collectively, “ConversionPoint”), pursuant to an Agreement and Plan of Merger dated November 2, 2018 (the “Transaction”);

         WHEREAS, the Action asserts claims for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”);

         WHEREAS, on March 15, 2019, Defendants filed a Form S-4/A Registration Statement (the “Amended Registration Statement”) with the SEC in connection with the Transaction;

         WHEREAS, the Amended Registration Statement includes certain supplemental disclosures (the “Supplemental Disclosures”), the omission of which Plaintiff alleges caused the Registration Statement to contravene the 1934 Act;

         WHEREAS, Plaintiff believes that the Supplemental Disclosures have substantially, if not entirely, mooted his claims in the Action regarding the adequacy of disclosure (the “Mooted Claims”) and, as a result, Plaintiff intends to dismiss the Action except, as stipulated below, with prejudice as to himself, and without prejudice as to the members of the putative class;

         WHEREAS, Plaintiff intends to seek an award of attorney's fees and reimbursement of expenses in connection with the Mooted Claims (the “Fee and Expense Request”);

         WHEREAS, Defendants reserve all rights, arguments, and defenses, including the right to oppose any potential Fee and Expense Request;

         WHEREAS, no class has been certified in the Action and no motion for class certification has been filed;

         WHEREAS, for the avoidance of doubt, no compensation in any form has passed directly or indirectly to Plaintiff or his attorneys and no promise, understanding, or agreement to give any such compensation has been made, nor have the parties had any discussions concerning the amount of any mootness Fee and Expense Request or award;

         WHEREAS, Defendants have denied and continue to deny any wrongdoing and contend that no claim asserted in the Action was ever meritorious, and further assert that this Action should have been dismissed or stayed in deference to the first-filed action raising ...


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